UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. )*
Proteon Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74371L109
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
MPM Bio IV NVS Strategic Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Bermuda | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
983,381 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
983,381 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
MPM BioVentures IV GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | The shares are held by MPM Bio IV NVS Strategic Fund, L.P. (“BV SF”). The Reporting Person is the direct general partner of BV SF. |
Page 3 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
MPM BioVentures IV LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | The shares are held by BV SF. The Reporting Person is the indirect general partner of BV SF. |
Page 4 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held by BV SF. MPM BioVentures IV GP LLC (“MPM IV GP”) and MPM BioVentures IV LLC (“MPM IV LLC”) are the direct and indirect general partners of BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 5 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held by BV SF. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 6 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
Vaughn M. Kailian | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held by BV SF. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 7 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
James Paul Scopa | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held by BV SF. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 8 of 14
| CUSIP No. 74371L109 |
| 1. | Name of Reporting Persons
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
983,381* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
983,381* | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
983,381* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | The shares are held by BV SF. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV SF. The Reporting Person is a member of MPM IV LLC. |
Page 9 of 14
Item 1.
| (a) | Name of Issuer |
Proteon Therapeutics, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
200 West Street
Waltham, Massachusetts 02451
Item 2.
| (a) | Name of Person Filing |
MPM Bio IV NVS Strategic Fund, L.P.
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
Luke Evnin
Ansbert Gadicke
Vaughn M. Kailian
James Paul Scopa
Todd Foley
| (b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
| (c) | Citizenship |
All entities were organized in Delaware except for MPM Bio IV NVS Strategic Fund, L.P., which was organized in Bermuda. The individuals are all United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
74371L109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 10 of 14
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
MPM Bio IV NVS Strategic Fund, L.P. | 983,381 | |||
MPM BioVentures IV GP LLC | 983,381 | (1) | ||
MPM BioVentures IV LLC | 983,381 | (2) | ||
Ansbert Gadicke | 983,381 | (3) | ||
Luke B. Evnin | 983,381 | (3) | ||
Vaughn M. Kailian | 983,381 | (3) | ||
James Paul Scopa | 983,381 | (3) | ||
Todd Foley | 983,381 | (3) |
Percent of Class:
MPM Bio IV NVS Strategic Fund, L.P. | 6.0 | % | ||
MPM BioVentures IV GP LLC | 6.0 | % | ||
MPM BioVentures IV LLC | 6.0 | % | ||
Ansbert Gadicke | 6.0 | % | ||
Luke B. Evnin | 6.0 | % | ||
Vaughn M. Kailian | 6.0 | % | ||
James Paul Scopa | 6.0 | % | ||
Todd Foley | 6.0 | % |
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
MPM Bio IV NVS Strategic Fund, L.P. | 983,381 | |||
MPM BioVentures IV GP LLC | 0 | |||
MPM BioVentures IV LLC | 0 | |||
Ansbert Gadicke | 0 | |||
Luke B. Evnin | 0 | |||
Vaughn M. Kailian | 0 | |||
James Paul Scopa | 0 | |||
Todd Foley | 0 |
| (ii) | Shared power to vote or to direct the vote |
MPM Bio IV NVS Strategic Fund, L.P. | 0 | |||
MPM BioVentures IV GP LLC | 983,381 | (1) | ||
MPM BioVentures IV LLC | 983,381 | (2) | ||
Ansbert Gadicke | 983,381 | (3) | ||
Luke B. Evnin | 983,381 | (3) | ||
Vaughn M. Kailian | 983,381 | (3) | ||
James Paul Scopa | 983,381 | (3) | ||
Todd Foley | 983,381 | (3) |
Page 11 of 14
| (iii) | Sole power to dispose or to direct the disposition of |
MPM Bio IV NVS Strategic Fund, L.P. | 983,381 | |||
MPM BioVentures IV GP LLC | 0 | |||
MPM BioVentures IV LLC | 0 | |||
Ansbert Gadicke | 0 | |||
Luke Evnin | 0 | |||
Vaughn M. Kailian | 0 | |||
James Paul Scopa | 0 | |||
Todd Foley | 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
MPM Bio IV NVS Strategic Fund, L.P. | 0 | |||
MPM BioVentures IV GP LLC | 983,381 | (1) | ||
MPM BioVentures IV LLC | 983,381 | (2) | ||
Ansbert Gadicke | 983,381 | (3) | ||
Luke B. Evnin | 983,381 | (3) | ||
Vaughn M. Kailian | 983,381 | (3) | ||
James Paul Scopa | 983,381 | (3) | ||
Todd Foley | 983,381 | (3) |
| (1) | The shares are held by BV SF. The Reporting Person is the direct general partner of BV SF. |
| (2) | The shares are held by BV SF. The Reporting Person is the indirect general partner of BV SF. |
| (3) | The shares are held by BV SF. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV SF. The Reporting Person is a member of MPM IV LLC. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 12 of 14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2015
| MPM BIO IV NVS STRATEGIC FUND, L.P. | ||||||||
| By: | MPM BioVentures IV GP LLC, | |||||||
| its General Partner | ||||||||
| By: | MPM BioVentures IV LLC, | |||||||
| its Managing Member | ||||||||
| By: | /s/ Luke Evnin | |||||||
| Name: Luke Evnin | ||||||||
| Title: Member | ||||||||
| MPM BIOVENTURES IV GP LLC | MPM BIOVENTURES IV LLC | |||||||
| By: | MPM BioVentures IV LLC, | By: | /s/ Luke Evnin | |||||
| its Managing Member | Name: | Luke Evnin | ||||||
| Title: | Member | |||||||
| By: | /s/ Luke Evnin | |||||||
| Name: | Luke Evnin | |||||||
| Title: | Member | |||||||
| By: | /s/ Luke Evnin | By: | /s/ Ansbert Gadicke | |||||
| Name: Luke Evnin | Name: Ansbert Gadicke | |||||||
| By: | /s/ Vaughn M. Kailian | By: | /s/ James Paul Scopa | |||||
| Name: Vaughn M. Kailian | Name: James Paul Scopa | |||||||
| By: | /s/ Todd Foley | |||||||
| Name: Todd Foley | ||||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 13 of 14
