Sec Form 4 Filing - VIVO VENTURES VII, LLC @ ProNAi Therapeutics Inc - 2015-07-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VIVO VENTURES VII, LLC 2. Issuer Name and Ticker or Trading Symbol ProNAi Therapeutics Inc [ DNAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% holder (Last) (First) (Middle) C/O VIVO CAPITAL, 575 HIGH STREET, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2015 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/21/2015 C 2,064,308 A 2,064,308 I By Vivo Ventures Fund VII, L.P. ( 2 ) Common Stock 07/21/2015 C 44,991 A 2,109,299 I By Vivo Ventures VII Affiliates Fund, L.P. ( 3 ) Common Stock 07/21/2015 J( 4 ) 106,647 A $ 5.215 2,215,946 I By Vivo Ventures Fund VII, L.P. ( 2 ) Common Stock 07/21/2015 J( 4 ) 2,324 A $ 5.215 2,218,270 I By Vivo Ventures VII Affiliates Fund, L.P. ( 3 ) Common Stock 07/21/2015 P 215,307 A $ 17 2,433,577 I By Vivo Ventures Fund VII, L.P. ( 2 ) Common Stock 07/21/2015 P 4,693 A $ 17 2,438,270 I By Vivo Ventures VII Affiliates Fund, L.P. ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Preferred Stock ( 1 ) 07/21/2015 C 2,064,308 ( 1 ) ( 1 ) Common Stock 2,064,308 ( 1 ) 0 I By Vivo Ventures Fund VII, L.P. ( 2 ) Series D Preferred Stock ( 1 ) 07/21/2015 C 44,991 ( 1 ) ( 1 ) Common Stock 44,991 ( 1 ) 0 I By Vivo Ventures VII Affiliates Fund, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VIVO VENTURES VII, LLC C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 Former 10% holder Vivo Ventures Fund VII, L.P. C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 Former 10% holder Vivo Ventures VII Affiliates Fund, L.P. C/O VIVO CAPITAL 575 HIGH STREET, SUITE 201 PALO ALTO, CA94301 Former 10% holder Signatures /s/Albert Cha as a managing member of Vivo Ventures VII, LLC 07/21/2015 Signature of Reporting Person Date /s/ Albert Cha as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures Fund VII, L.P. 07/21/2015 Signature of Reporting Person Date /s/ Albert Cha as a managing member of Vivo Ventures VII, LLC, the general partner of Vivo Ventures VII Affiliates Fund, L.P. 07/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended, and had no expiration date. ( 2 )Vivo Ventures VII, LLC ("VV LLC") is the general partner of Vivo Ventures Fund VII, L.P. ("VVF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, each of Albert Cha, a director of the issuer, Frank Kung and Edward Engleman is a managing member of VV LLC and may be deemed to share voting and dispositive power over the securities held by VVF. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 3 )VV LLC is the general partner of Vivo Ventures VII Affiliates Fund, L.P. ("VVAF"), the record holder of the securities, and disclaims beneficial ownership over such securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. In addition, each of Albert Cha, a director of the issuer, Frank Kung and Edward Engleman is a managing member of VV LLC and may be deemed to share voting and dispositive power over the securities held by VVAF. Each of such individuals disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 4 )Represents shares of Common Stock issued by the issuer in payment of cumulative accrued dividends.

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