TARA

SEC source: 0001171843-17-007734 · formfour.xml · nonDerivative · entry 1

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,535

F1 · price: The purchase price of $1.88 is reflective of the weighted average purchase price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.875 to $1.9. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

SEC source: 0001171843-17-007706 · formfour.xml · nonDerivative · entry 1

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,742

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2017.

F2 · price: The selling price of $1.854 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.85 to $1.925. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001193805-17-003553 · e617529_4-proteon.xml · nonDerivative · entry 2

Flynn James E · CIK 0001352546 · Director · *Director by Deputization

DEERFIELD MANAGEMENT CO · CIK 0001009258 · Director · *Director by Deputization

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Director by Deputization

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · *Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield International Master Fund, L.P.

Disclosed balance after: 0

F1 · kind: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F1 · ownership.nature: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001193805-17-003553 · e617529_4-proteon.xml · nonDerivative · entry 1

Flynn James E · CIK 0001352546 · Director · *Director by Deputization

DEERFIELD MANAGEMENT CO · CIK 0001009258 · Director · *Director by Deputization

Deerfield Mgmt L.P. · CIK 0001010823 · 10% owner · *Director by Deputization

DEERFIELD PARTNERS, L.P. · CIK 0001301041 · 10% owner · *Director by Deputization

Deerfield International Master Fund, L.P. · CIK 0001565089 · 10% owner · *Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Partners, L.P.

Disclosed balance after: 197,424

F1 · kind: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F1 · ownership.nature: The shares listed in column 4 of Table I above were transferred by Deerfield International Master Fund, L.P. to Deerfield Partners, L.P.

F2 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield International Master Fund, L.P. and Deerfield Partners, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F3 · ownership.nature: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001171843-17-007112 · formfour.xml · nonDerivative · entry 2

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,742

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2017.

F3 · price: The selling price of $1.702 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.65 to $1.725. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-007020 · formfour.xml · nonDerivative · entry 3

BOHLIN GAREN G · CIK 0001254705 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,312

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2017.

F4 · price: The purchase price of $1.889 is reflective of the weighted average purchase price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.71 to $1.911. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-007021 · f4_111417eldridge.xml · nonDerivative · entry 1

Eldridge, George Arthur · CIK 0001622905 · Sr VP, CFO, Treasr, Asst Secy

10b5-1 filing: Not disclosed

Ownership: Indirect · As custodian for child's UTMA account

Disclosed balance after: 1,545

F1 · ownership.nature: These securities were purchased by the reporting person as custodian for three minor children under the Uniform Transfers to Minors Act. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

SEC source: 0001171843-17-007112 · formfour.xml · nonDerivative · entry 1

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,392

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2017.

F2 · price: The selling price of $1.687 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.65 to $1.80. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-007020 · formfour.xml · nonDerivative · entry 2

BOHLIN GAREN G · CIK 0001254705 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,500

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2017.

F3 · price: The purchase price of $1.918 is reflective of the weighted average purchase price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.905 to $1.96. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-007020 · formfour.xml · nonDerivative · entry 1

BOHLIN GAREN G · CIK 0001254705 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,800

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 7, 2017.

F2 · price: The purchase price of $1.963 is reflective of the weighted average purchase price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.91 to $2.01. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-006105 · formfour.xml · nonDerivative · entry 1

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,742

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2017.

F2 · price: The selling price of $2.312 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $2.25 to $2.35. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-005589 · formfour.xml · nonDerivative · entry 2

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,742

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2017.

F3 · price: The selling price of $1.479 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.475 to $1.50. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001171843-17-005589 · formfour.xml · nonDerivative · entry 1

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,888

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 14, 2017.

F2 · price: The selling price of $1.454 is reflective of the weighted average sale price of all transactions reported on this line. The prices for the transactions reported on this line range from $1.425 to $1.475. The reporting person undertakes to provide Proteon Therapeutics, Inc., any security holder of Proteon Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001193805-17-001421 · e616442_4-proteon.xml · derivative · entry 1

Flynn James E · CIK 0001352546 · Director · *Director by Deputization

DEERFIELD MANAGEMENT CO · CIK 0001009258 · Director · *Director by Deputization

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · Through Deerfield Management Company, L.P.

Disclosed balance after: 13,333

Underlying: Common Stock · 13,333 shares

Expires 2027-08-01

F1 · shares: Jonathan S. Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer. The option granted to Jonathan S. Leff and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F2 · derivative.exercise_date: The option shall vest and become exercisable with respect to one-third of the shares on each of August 2, 2018, August 2, 2019 and August 2, 2020.

F1 · derivative.underlying_shares: Jonathan S. Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer. The option granted to Jonathan S. Leff and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F1 · balance_after: Jonathan S. Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer. The option granted to Jonathan S. Leff and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F1 · ownership.nature: Jonathan S. Leff, a partner in Deerfield Management Company, L.P., serves as a director of the Issuer. The option granted to Jonathan S. Leff and reported herein is held for the benefit, and at the direction, of Deerfield Management Company, L.P. ("Deerfield Management").

F3 · ownership.nature: This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management Company, L.P. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

SEC source: 0001193805-17-001422 · e616444_4-proteon.xml · derivative · entry 1

LEFF JONATHAN S · CIK 0001215242 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,333

Underlying: Common Stock · 13,333 shares

Expires 2027-08-01

F1 · shares: The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the option for the benefit, and at the direction, of Deerfield Management Company, L.P.

F2 · derivative.exercise_date: The option shall vest and become exercisable with respect to one-third of the shares on each of August 2, 2018, August 2, 2019 and August 2, 2020.

F1 · derivative.underlying_shares: The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the option for the benefit, and at the direction, of Deerfield Management Company, L.P.

F1 · balance_after: The Reporting Person, a partner in Deerfield Management Company, L.P., has no pecuniary interest in the securities reported herein and disclaims beneficial ownership of such securities. The Reporting Person holds the option for the benefit, and at the direction, of Deerfield Management Company, L.P.

SEC source: 0001171843-17-003954 · formfour.xml · nonDerivative · entry 1

Toner E. Scott · CIK 0001643772 · Senior VP of Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,853

F1 · kind: The shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0001171843-17-003953 · formfour.xml · nonDerivative · entry 1

Kowalsky Matthew Paul · CIK 0001705824 · VP, Legal and Secretary

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,097

F1 · kind: The shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0001171843-17-003952 · formfour.xml · nonDerivative · entry 1

Eldridge, George Arthur · CIK 0001622905 · Sr VP, CFO, Treasr, Asst Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,750

F1 · kind: The shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0001171843-17-003951 · formfour.xml · nonDerivative · entry 1

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 105,535

F1 · kind: The shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

SEC source: 0000899243-17-017250 · doc4.xml · derivative · entry 2

TVM Life Science Ventures VI GmbH & Co KG · CIK 0001599744 · 10% owner

TVM Life Science Ventures VI LP · CIK 0001318584 · 10% owner

Birner Hubert · CIK 0001398598 · Director · 10% owner

Fischer Stefan · CIK 0001398596 · 10% owner

SCHUHSLER HELMUT · CIK 0001133921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500

Underlying: Common Stock, $0.001 par value · 128,656 shares

Expires not disclosed

F5 · shares: The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Fischer and Schuhsler are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Birner, Fischer and Schuhsler each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any.

F2 · derivative.exercise_date: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.001 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F3 · derivative.expiration_date: The Series A Stock has no expiration date.

F4 · derivative.underlying_shares: The certificate of designations for the Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

SEC source: 0000899243-17-017250 · doc4.xml · derivative · entry 1

TVM Life Science Ventures VI GmbH & Co KG · CIK 0001599744 · 10% owner

TVM Life Science Ventures VI LP · CIK 0001318584 · 10% owner

Birner Hubert · CIK 0001398598 · Director · 10% owner

Fischer Stefan · CIK 0001398596 · 10% owner

SCHUHSLER HELMUT · CIK 0001133921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500

Underlying: Common Stock, $0.001 par value · 373,907 shares

Expires not disclosed

F1 · shares: The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Stefan Fischer ("Fischer"), and Helmut Schuhsler ("Schuhsler") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. Birner is a director of the issuer.

F2 · derivative.exercise_date: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.001 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F3 · derivative.expiration_date: The Series A Stock has no expiration date.

F4 · derivative.underlying_shares: The certificate of designations for the Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

SEC source: 0001171843-17-003831 · form4freund.xml · derivative · entry 1

Freund John Gordon · CIK 0001296771 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Skyline Venture Partners

Disclosed balance after: 1,054

Underlying: Common Stock, $0.001 par value · 1,059,403 shares

Expires not disclosed

F1 · derivative.exercise_price: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.001 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F1 · derivative.exercise_date: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.001 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F3 · derivative.exercise_date: The Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

F2 · derivative.expiration_date: The Series A Stock has no expiration date.

F3 · derivative.underlying_shares: The Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

F4 · ownership.nature: The shares are held by Skyline Venture Partners Qualified Purchaser Fund IV, LP. ("Skyline").

F5 · ownership.nature: The reporting person is a Managing Director of Skyline Venture Management IV, LLC, the sole general partner of Skyline, and may be deemed to share voting and dispositive power over the shares held by Skyline. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000905718-17-000624 · haines_fm4jun222017.xml · derivative · entry 1

Haines Timothy · CIK 0001526068 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Abingworth Bioventures VI, LP

Disclosed balance after: 2,526

Underlying: Common Stock, $0.001 par value · 2,538,949 shares

Expires not disclosed

F1 · derivative.exercise_price: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.001 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F2 · derivative.expiration_date: The Series A Stock has no expiration date.

F3 · derivative.underlying_shares: The Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

F4 · ownership.nature: The shares are held by Abingworth Bioventures VI, LP ("Abingworth"). Abingworth Bioventures VI GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner VI LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VI LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by Abingworth. The reporting person is a member of the investment committee of Abingworth LLP, which approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F5 · ownership.nature: This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000905718-17-000622 · abingworth_fm4jun222017.xml · derivative · entry 1

Abingworth LLP · CIK 0001397144 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,526

Underlying: Common Stock, $0.001 par value · 2,538,949 shares

Expires not disclosed

F1 · derivative.exercise_price: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.001 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F2 · derivative.expiration_date: The Series A Stock has no expiration date.

F3 · derivative.underlying_shares: The Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

F4 · ownership.nature: The shares are held by Abingworth Bioventures VI, LP ("Abingworth"). Abingworth Bioventures VI GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner VI LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner VI LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by Abingworth. The reporting person holds the reported securities indirectly through Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001012975-17-000502 · edgar.xml · derivative · entry 1

TVM Life Science Ventures VI GmbH & Co KG · CIK 0001599744 · Director · 10% owner

TVM Life Science Ventures VI LP · CIK 0001318584 · Director · 10% owner

Birner Hubert · CIK 0001398598 · Director · 10% owner

Fischer Stefan · CIK 0001398596 · 10% owner

SCHUHSLER HELMUT · CIK 0001133921 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 500

Underlying: Common Stock, $0.001 par value · 373,907 shares

Expires not disclosed

F1 · security: This amendment to the original Form 4 does not amend any item originally reported in Table II and the first line item of Table II is restated in this amendment for the sole purpose of gaining access to the electronic filing system; footnotes relating to such first line item are included for completeness and have not been amended. This amendment is made by the Reporting Persons solely to include the power of attorney attached hereto as Exhibit 24.

F2 · shares: The shares are directly held by TVM Life Science Ventures VI GMBH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Stefan Fischer ("Fischer"), and Helmut Schuhsler ("Schuhsler") are members of the investment committee of TVM Life Science Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. Birner is a director of the issuer.

F3 · derivative.exercise_date: The Series A convertible preferred stock (the "Series A Stock") is convertible, at the option of the holder, into Proteon Therapeutics Inc. common stock, $0.01 par value per share (the "Common Stock"), at a price per share equal to $0.9949.

F4 · derivative.expiration_date: The Series A Stock has no expiration date.

F5 · derivative.underlying_shares: The certificate of designations for the Series A Stock contains a provision prohibiting conversion to the extent that upon conversion the holder, together with its affiliates and any "group" members, would beneficially own in excess of 9.985% of the number of shares of Common Stock then outstanding.

SEC source: 0001171843-17-003743 · formfour.xml · derivative · entry 1

Freund John Gordon · CIK 0001296771 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

SEC source: 0001171843-17-003745 · formfour.xml · derivative · entry 1

BOHLIN GAREN G · CIK 0001254705 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

SEC source: 0001171843-17-003746 · formfour.xml · derivative · entry 1

Canute Scott A · CIK 0001303416 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

SEC source: 0001171843-17-003747 · formfour.xml · derivative · entry 1

HASTINGS PAUL J · CIK 0001309702 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

SEC source: 0001171843-17-003748 · formfour.xml · derivative · entry 1

Kingsley Stuart A · CIK 0001369067 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

SEC source: 0001171843-17-003744 · formfour.xml · derivative · entry 1

Haines Timothy · CIK 0001526068 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: Tim Haines (the "Reporting Person") was granted options to purchase shares of common stock under in accordance with the Issuer's S-1 Registration Statement in consideration of his services as a director of the Issuer (the "Options"). The Options were granted on June 20, 2017 and the shares underlying the Options will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

F2 · ownership.direct: The Reporting Person is a member of Abingworth LLP ("ALLP"). ALLP provides advisory services to Abingworth Bioventures VI, LP ("ABV VI"). Under an agreement between the Reporting Person and ALLP, the Reporting Person is deemed to hold the Options and any shares of common stock issuable upon exercise of the Options, for the benefit of ABV VI, and must exercise the Options solely upon the direction of ALLP.

F3 · ownership.direct: ABV VI may be deemed the indirect beneficial owner of the Options, and the Reporting Person may be deemed the indirect beneficial owner of the Options through his indirect interest in ABV VI. The Reporting Person disclaims beneficial ownership of the Options except to the extent, if any, of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person, ALLP, ABV VI or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001171843-17-003742 · formfour.xml · derivative · entry 1

Birner Hubert · CIK 0001398598 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F1 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

SEC source: 0001171843-17-003741 · formfour.xml · derivative · entry 1

Abingworth LLP · CIK 0001397144 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 6,666

Underlying: Common Stock, $0.001 par value · 6,666 shares

Expires 2027-06-19

F2 · derivative.exercise_date: The options were granted on June 20, 2017 and the shares underlying this option will vest 100% at the earlier of (i) June 20, 2018 and (ii) the Issuer's next annual meeting of stockholders.

F1 · ownership.direct: These options (the "Options") were granted to Tim Haines ("Haines"), a member of Abingworth LLP ("ALLP"). ALLP provides advisory services to Abingworth Bioventures VI, LP ("ABV VI"). Under an agreement between Haines and ALLP, Haines is deemed to hold the Options and any shares of common stock issuable upon exercise of the Options for the benefit of ABV VI, and must exercise the Options solely upon the direction of ALLP.

F3 · ownership.direct: ABV VI may be deemed the indirect beneficial owner of the Options, and Haines may be deemed the indirect beneficial owner of the Options through his indirect interest in ABV VI. ALLP disclaims beneficial ownership of the Options except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that ALLP, ABV VI, Haines or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: These options (the "Options") were granted to Tim Haines ("Haines"), a member of Abingworth LLP ("ALLP"). ALLP provides advisory services to Abingworth Bioventures VI, LP ("ABV VI"). Under an agreement between Haines and ALLP, Haines is deemed to hold the Options and any shares of common stock issuable upon exercise of the Options for the benefit of ABV VI, and must exercise the Options solely upon the direction of ALLP.

F3 · ownership.nature: ABV VI may be deemed the indirect beneficial owner of the Options, and Haines may be deemed the indirect beneficial owner of the Options through his indirect interest in ABV VI. ALLP disclaims beneficial ownership of the Options except to the extent, if any, of its pecuniary interest therein. This report shall not be deemed an admission that ALLP, ABV VI, Haines or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001171843-17-001479 · form4.xml · derivative · entry 4

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.001 par value · 57,934 shares

Expires 2021-10-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: The option was granted on October 26, 2011. All shares underlying the option have vested.

SEC source: 0001171843-17-001479 · form4.xml · derivative · entry 3

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.001 par value · 12,287 shares

Expires 2017-09-09

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: The option was granted on September 10, 2007. All shares underlying the option have vested.

SEC source: 0001171843-17-001479 · form4.xml · nonDerivative · entry 2

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,535

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001171843-17-001479 · form4.xml · nonDerivative · entry 1

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 37,601

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001171843-17-000454 · f4_noyes012617.xml · derivative · entry 1

NOYES TIMOTHY P · CIK 0001185035 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,838

Underlying: Common Stock, $0.001 par value · 122,838 shares

Expires 2027-01-23

F1 · derivative.exercise_date: The options were granted on January 24, 2017 and the shares underlying this option vest 25% on the first anniversary of the grant date and the remaining shares vest in twelve equal quarterly installments.

SEC source: 0001171843-17-000455 · f4_toner012617.xml · derivative · entry 1

Toner E. Scott · CIK 0001643772 · Senior VP of Marketing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 73,039

Underlying: Common Stock, $0.001 par value · 73,039 shares

Expires 2027-01-23

F1 · derivative.exercise_date: The options were granted on January 24, 2017 and the shares underlying this option vest 25% on the first anniversary of the grant date and the remaining shares vest in twelve equal quarterly installments.

SEC source: 0001171843-17-000452 · formfour.xml · derivative · entry 1

Eldridge, George Arthur · CIK 0001622905 · Snr VP,CFO,Treasurer,Asst Secy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,119

Underlying: Common Stock, $0.001 par value · 53,119 shares

Expires 2027-01-23

F1 · derivative.exercise_date: The options were granted on January 24, 2017 and the shares underlying this option vest 25% on the first anniversary of the grant date and the remaining shares vest in twelve equal quarterly installments.

SEC source: 0001171843-17-000453 · f4_gottlieb012617.xml · derivative · entry 1

Gottlieb Daniel Philip · CIK 0001619811 · VP Corporate Development

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 29,215

Underlying: Common Stock, $0.001 par value · 29,215 shares

Expires 2027-01-23

F1 · derivative.exercise_date: The options were granted on January 24, 2017 and the shares underlying this option vest 25% on the first anniversary of the grant date and the remaining shares vest in twelve equal quarterly installments.

SEC source: 0001171843-17-000451 · formfour.xml · derivative · entry 1

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 53,119

Underlying: Common Stock, $0.001 par value · 53,119 shares

Expires 2027-01-23

F1 · derivative.exercise_date: The options were granted on January 24, 2017 and the shares underlying this option vest 25% on the first anniversary of the grant date and the remaining shares vest in twelve equal quarterly installments.

SEC source: 0001171843-16-013526 · f4_burke120616.xml · nonDerivative · entry 5

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 5,000

F3 · kind: This transaction involved a gift of securities by the reporting person to the Steven Edward Burke Irrevocable Trust u/a 11/15/2000, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F3 · shares: This transaction involved a gift of securities by the reporting person to the Steven Edward Burke Irrevocable Trust u/a 11/15/2000, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F3 · ownership.nature: This transaction involved a gift of securities by the reporting person to the Steven Edward Burke Irrevocable Trust u/a 11/15/2000, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

SEC source: 0001171843-16-013526 · f4_burke120616.xml · nonDerivative · entry 4

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 2,500

F2 · kind: This transaction involved a gift of securities by the reporting person to the Timothy Andrew Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F2 · shares: This transaction involved a gift of securities by the reporting person to the Timothy Andrew Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F2 · ownership.nature: This transaction involved a gift of securities by the reporting person to the Timothy Andrew Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

SEC source: 0001171843-16-013526 · f4_burke120616.xml · nonDerivative · entry 3

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,314

F3 · kind: This transaction involved a gift of securities by the reporting person to the Steven Edward Burke Irrevocable Trust u/a 11/15/2000, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F3 · shares: This transaction involved a gift of securities by the reporting person to the Steven Edward Burke Irrevocable Trust u/a 11/15/2000, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

SEC source: 0001171843-16-013526 · f4_burke120616.xml · nonDerivative · entry 2

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,814

F2 · kind: This transaction involved a gift of securities by the reporting person to the Timothy Andrew Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F2 · shares: This transaction involved a gift of securities by the reporting person to the Timothy Andrew Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son, who is deemed to share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

SEC source: 0001171843-16-013526 · f4_burke120616.xml · nonDerivative · entry 1

Burke Steven Keith · CIK 0001619834 · SVP and Chief Medical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,314

F1 · kind: This transaction involved a gift of securities by the reporting person to the William Conroy Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F1 · shares: This transaction involved a gift of securities by the reporting person to the William Conroy Burke Irrevocable Trust u/a 12/28/1998, an irrevocable trust established by the reporting person for the benefit of his son. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

SEC source: 0001171843-16-012533 · formfour.xml · derivative · entry 1

HASTINGS PAUL J · CIK 0001309702 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,333

Underlying: Common Stock, $0.001 par value · 13,333 shares

Expires 2026-10-17

F1 · derivative.exercise_date: The options were granted on October 18, 2016 and will vest annually over a three-year period measured from the date of grant.