Edgar Filing: PROTEON THERAPEUTICS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Burke Steven Keith

2. Date of Event Requiring Statement (Month/Day/Year)
10/21/2014

3. Issuer Name and Ticker or Trading Symbol
PROTEON THERAPEUTICS INC [PRTO]

(Last)

(First)

(Middle)

C/O PROTEON THERAPEUTICS,Â 200 WEST STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr. VP & Chief Medical Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

WALTHAM,Â MAÂ 02451

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	Â ⁽¹⁾	08/01/2016	Common Stock	30,411 ⁽⁴⁾	$ 1.905 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁾	09/10/2017	Common Stock	12,287 ⁽⁴⁾	$ 2.381 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽¹⁾	06/19/2019	Common Stock	14,898 ⁽⁴⁾	$ 3.174 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽²⁾	10/26/2021	Common Stock	57,934 ⁽⁴⁾	$ 1.27 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽³⁾	06/23/2024	Common Stock	71,218 ⁽⁴⁾	$ 4.92 ⁽⁴⁾	D	Â
Stock Option (Right to Buy)	Â ⁽³⁾	06/23/2024	Common Stock	10,696 ⁽⁴⁾	$ 4.92 ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Burke Steven Keith C/O PROTEON THERAPEUTICS 200 WEST STREET WALTHAM,Â MAÂ 02451	Â	Â	Â Sr. VP & Chief Medical Officer	Â

Signatures

/s/ Steven K. Burke		10/21/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares underlying these options are fully vested.
(2)	This option is fully exercisable prior to its vesting, subject to a repurchase right held by the Issuer on the shares underlying this option that lapses (based on the original option vesting schedule) in equal quarterly installments over four years.
(3)	This option is fully exercisable prior to its vesting, subject to a repurchase right held by the Issuer on the shares underlying this option that lapses (based on the original option vesting schedule) 25% on the first anniversary of the grant date and the remaining shares in equal quarterly installments over the next three years.
(4)	Reflects a 1-for-15.87 reverse stock split effected on October 6, 2014.
Â Remarks: ExhibitÂ 24.1Â PowerÂ ofÂ Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.