If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*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 disclosures provided in a prior cover page.
The information required on 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
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Abingworth LLP
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98-051-8585
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2. Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☒
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC (See Item 3)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
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6. Citizenship or Place of Organization: England
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Number of Shares
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7. Sole Voting Power:
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0
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Beneficially Owned by
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8. Shared Voting Power:
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2,236,350*
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Each Reporting Person With
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9. Sole Dispositive Power:
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0
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10. Shared Dispositive Power:
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2,236,350*
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,236,350*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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☐
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13. Percent of Class Represented by Amount in Row (11): 9.9%*
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14. Type of Reporting Person (See Instructions): PN
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*As of November 12, 2019 (the “Event
Date”) and as of the date of filing of this Amendment No. 2 to Schedule 13D (the “Filing Date”),
Abingworth LLP (“Abingworth”) may be deemed to beneficially own an aggregate of 2,236,350 shares of common
stock, $0.001 par value per share (the “Common Stock”), of Proteon Therapeutics, Inc. (the
“Issuer”). The number of shares of Common Stock reported above consists of (i) 2,144,517 shares of Common
Stock held by Abingworth Bioventures VI, LP (“ABV VI”) and (ii) 91 shares of Series A Convertible
Preferred Stock (the “Series A Stock”) held by ABV VI which is convertible at the option of the holder,
subject to the 9.985% Cap, into 91,833 shares of Common Stock, at a price per share equal to $0.9949. The number of shares of
Common Stock reported above excludes, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), 2,309 shares of Series A Stock held by ABV VI which is convertible at the option of the
holder, subject to the 9.985% Cap, into 2,320,471 shares of Common Stock, at a price per share equal to $0.9949. 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 (the “9.985% Cap”).
As
a result of the foregoing, as of the Event Date and the Filing Date, for purposes of Rule 13d-3 under the Exchange Act, Abingworth,
as the investment manager of ABV VI, may be deemed to beneficially own the 2,144,517 shares of Common Stock held by ABV VI
and the 91 shares of Series A Stock convertible, at the option of the holder, subject to the 9.985% Cap, into 91,833 shares
of Common Stock, or an aggregate of approximately 9.985% of the shares of Common Stock deemed issued and outstanding. The
foregoing beneficial ownership percentage is based upon 22,305,264 shares of Common Stock issued and outstanding as of November
12, 2019, based on information from the Issuer.
CUSIP No. 74371L109
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Abingworth Bioventures VI, LP
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98-040-3543
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2. Check the Appropriate Box if a Member of a Group
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(a) ☐
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(b) ☒
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3. SEC Use Only
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4. Source of Funds (See Instructions): WC (See Item 3)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
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6. Citizenship or Place of Organization: England
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Number of Shares
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7. Sole Voting Power:
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0
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Beneficially Owned by
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8. Shared Voting Power:
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2,236,350*
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Each Reporting Person With
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9. Sole Dispositive Power:
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0
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10. Shared Dispositive Power:
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2,236,350*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,236,350*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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☐
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13. Percent of Class Represented by Amount in Row (11): 9.9%*
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14. Type of Reporting Person (See Instructions): PN
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*As
of November 12, 2019 (the “Event Date”) and as of the date of filing of this Amendment No. 2 to Schedule 13D
(the “Filing Date”), Abingworth LLP (“Abingworth”) may be deemed to beneficially own an
aggregate of 2,236,350 shares of common stock, $0.001 par value per share (the “Common Stock”), of Proteon
Therapeutics, Inc. (the “Issuer”). The number of shares of Common Stock reported above consists of (i) 2,144,517
shares of Common Stock held by Abingworth Bioventures VI, LP (“ABV VI”) and (ii) 91 shares of Series A Convertible
Preferred Stock (the “Series A Stock”) held by ABV VI which is convertible at the option of the holder, subject
to the 9.985% Cap, into 91,833 shares of Common Stock, at a price per share equal to $0.9949. The number of shares of Common Stock
reported above excludes, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), 2,309 shares of Series A Stock held by ABV VI which is convertible at the option of the holder, subject to the
9.985% Cap, into 2,320,471 shares of Common Stock, at a price per share equal to $0.9949. 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 (the “9.985%
Cap”).
As a result of the foregoing, as of
the Event Date and the Filing Date, for purposes of Rule 13d-3 under the Exchange Act, ABV VI may be deemed to beneficially own
the 2,144,517 shares of Common Stock held by it and the 91 shares of Series A Stock convertible, at the option of the holder,
subject to the 9.985% Cap, into 91,833 shares of Common Stock, or an aggregate of approximately 9.985% of the shares of Common
Stock deemed issued and outstanding. The foregoing beneficial ownership percentage is based upon 22,305,264 shares of Common Stock
issued and outstanding as of November 12, 2019, based on information from the Issuer.
Explanatory Note
This Amendment No. 2 (this “Amendment”)
amends and supplements the Schedule 13D filed on behalf of (i) Abingworth Bioventures VI, LP (“ABV VI”), and
(ii) Abingworth LLP, an English limited liability partnership, the investment manager of ABV VI (“Abingworth”
and together with ABV VI, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”)
on October 31, 2014, as amended June 27, 2017 (the “Schedule 13D”). Except as specifically provided herein,
this Amendment does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
On November 12,
2019, ABV VI converted 126 shares of Series A Stock of the Issuer at a price per share equal to $0.9949 resulting in the
issuance to ABV VI of 126,645 shares of Common Stock. Abingworth does not directly own any of the shares of Series A Stock or
the Common Stock.
Item 4. Purpose of Transaction
Item 4 of the
Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
The Reporting
Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief
that the Issuer represents an attractive investment based on the Issuer’s business prospects and strategy. The Reporting
Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause
to be disposed of, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general investment and trading policies of the
Reporting Persons, market conditions or other factors. Each Reporting Person may, from time to time, enter into stock trading
plans intended to satisfy the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Effective April 15, 2019,
Timothy Haines, a member, Investment Director and Partner of Abingworth, resigned from the Board of Directors of the Issuer (the
“Board”) and all committees of the Board. All Options issued to Mr. Haines expired unexercised.
Except as set forth herein, the Reporting Persons do not have any plan or proposal that would relate to, or
result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu
thereof:
ABV VI and
Abingworth, as the investment manager to ABV VI, may be deemed to beneficially own, in the aggregate, 2,236,350 shares of
Common Stock, representing an aggregate of approximately 9.985% of the shares of Common Stock of the Issuer deemed issued and
outstanding as of the Filing Date. The number of shares of Common Stock reported herein consists of (i) 2,144,517 shares of
Common Stock held by ABV VI and (ii) 91 shares of Series A Stock held by ABV VI which is convertible at the option of the
holder, subject to the 9.985% Cap, into 91,833 shares of Common Stock, at a price per share equal to $0.9949. Excludes 2,309
shares of Series A Stock which is convertible at the option of the holder, subject to the 9.985% Cap, into 2,320,471 shares
of Common Stock, at a price per share equal to $0.9949. 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 (the “9.985% Cap”) The foregoing
beneficial ownership percentage is based upon 22,305,264 shares of Common Stock issued and outstanding as of November 12,
2019, based on information from the Issuer.
As set forth in the
cover sheets to this Schedule 13D, (i) ABV VI has shared voting and dispositive power with respect to the 2,144,517 shares of
Common Stock, the 91 shares of Series A Stock convertible, at the option of the holder, subject to the 9.985% Cap, into
91,833 shares of Common Stock, and the 2,400 shares of Series A Stock which is convertible at the option of the holder,
subject to the 9.985% Cap, into 2,412,304 shares of Common Stock held by ABV VI, and does not have sole voting and
dispositive power over any of the securities reported herein; (ii) Abingworth has shared voting and dispositive power with
respect to the 2,144,517 shares of Common Stock, the 91 shares of Series A Stock convertible, at the option of the
holder, subject to the 9.985% Cap, into 91,833 shares of Common Stock, and the 2,400 shares of Series A Stock which is
convertible at the option of the holder, subject to the 9.985% Cap, into 2,412,304 shares of Common Stock held by ABV VI, and
does not have sole voting and dispositive power over any of the securities reported herein.
On November 12, 2019,
ABV VI converted 126 shares of Series A Stock resulting in the issuance to ABV VI of 126,645 shares of Common Stock.
Except as described herein,
during the past sixty (60) days on or prior to November 12, 2019 (the “Event Date”), and from the Event Date
to the Filing Date, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable
for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or
dispositive control over the securities thereof.
ABV VI has the right to receive dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned
by it. The partners of ABV VI have the right to participate indirectly in the receipt of dividends from, or proceeds from
the sale of, the shares of Common Stock beneficially owned by it, in accordance with their respective ownership interests
in ABV VI.
Item 7. Material
to be Filed as Exhibits
The following exhibit is
incorporated into this Schedule 13D:
Exhibit 1
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Joint Filing Agreement, dated October 31, 2014, signed by each of the Reporting Persons (incorporated by reference to Exhibit
1 to the Schedule 13D filed by the Issuer with the Securities and Exchange Commission on October 31, 2014.
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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: November 14, 2019
ABINGWORTH BIOVENTURES VI, LP
By: Abingworth LLP, its Manager
By: /s/ John Heard
Name: John Heard
Title: Authorized
Signatory
ABINGWORTH LLP
By: /s/ John Heard
Name: John Heard
Title: Authorized Signatory
Attention: Intentional misstatements or omissions
of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).