Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Proteon Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74371L109

(CUSIP Number)

December 31, 2017

(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)

☒

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing of 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.

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1.	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Intersouth Partners VI, L.P.
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ Not Applicable
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 1,300,433
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,300,433
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,433
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11.	Percent of Class Represented by Amount in Row (9) 7.4%
12.	Type of Reporting Person PN

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1.	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Intersouth Associates VI, LLC
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ Not Applicable
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 1,300,433
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,300,433
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,433
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11.	Percent of Class Represented by Amount in Row (9) 7.4%
12.	Type of Reporting Person OO

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1.	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Mitch Mumma
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ Not Applicable
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned By Each Reporting Person with		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,300,433
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,300,433
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,433
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11.	Percent of Class Represented by Amount in Row (9) 7.4%
12.	Type of Reporting Person IN

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1.	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Dennis Dougherty
2.	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ Not Applicable
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned By Each Reporting Person with		5.	Sole Voting Power 0
		6.	Shared Voting Power 1,300,433
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 1,300,433
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,300,433
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11.	Percent of Class Represented by Amount in Row (9) 7.4%
12.	Type of Reporting Person IN

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Item 1(a)		Name of Issuer

		Proteon Therapeutics, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices

		200 West Street, Waltham, MA 02451.

Item 2(a)		Name of Person Filing

		This Schedule 13G Amendment No. 1 is being filed by Intersouth Partners VI, L.P., Intersouth Associates VI, LLC, Mitch Mumma and Dennis Dougherty (together, the “ Reporting Persons ”).

Item 2(b)		Address of Principal Business Office, or if none, Residence

		4711 Hope Valley Road, Suite 4F - 632, Durham, NC 27707.

Item 2(c)		Citizenship

		Dennis Dougherty and Mitch Mumma are United States citizens. Intersouth Partners VI, L.P. is a limited partnership organized under the laws of the State of Delaware. Intersouth Associates VI, LLC is a limited liability company organized under the laws of the State of Delaware.

Item 2(d)		Title of Class of Securities

		Common Stock, par value $0.001 per share.

Item 2(e)		CUSIP Number

		74371L109

Item 3.		Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)

		Not Applicable

Item 4.		Ownership

(a) The Reporting Persons are the beneficial owners of an aggregate of 1,300,433 shares of Common Stock, which represents 7.4% of the Issuer’s outstanding Common Stock based upon 17,619,418 shares outstanding on October 31, 2017 as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2017 as filed with the Securities and Exchange Commission on November 7, 2017. The Reporting Persons’ beneficial ownership consists of 1,300,433 shares of Common Stock held directly by Intersouth Partners VI, L.P.

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Intersouth Associates VI, LLC, the general partner of Intersouth Partners VI, L.P., may be deemed to share voting and dispositive power over the shares held directly by Intersouth Partners VI, L.P. Dennis Dougherty and Mitch Mumma are both Member Managers of Intersouth Associates VI, LLC, and share voting and dispositive power over the shares held directly by Intersouth Partners VI, L.P.



(b)		Percent of class:

		Intersouth Partners VI, L.P.: 7.4% Intersouth Associates VI, LLC: 7.4% Mitch Mumma: 7.4% Dennis Dougherty: 7.4%

(c)		Number of shares as to which such person has:

		Sole power to vote or to direct the vote: 0

		Shared power to vote or to direct the vote:

		Intersouth Partners VI, L.P.: 1,300,433 Intersouth Associates VI, LLC: 1,300,433 Mitch Mumma: 1,300,433 Dennis Dougherty: 1,300,433

		Sole power to dispose or to direct the disposition of: 0

		Shared power to dispose or to direct the disposition of:

		Intersouth Partners VI, L.P.: 1,300,433 Intersouth Associates VI, LLC: 1,300,433 Mitch Mumma: 1,300,433 Dennis Dougherty: 1,300,433

Item 5.		Ownership of Five Percent or Less of a Class

		Not Applicable

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

		Not Applicable

Item 8.		Identification and Classification of Members of the Group

		Not Applicable

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Item 9.		Notice of Dissolution of Group

		Not Applicable

Item 10.		Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Exhibit Index

Exhibit A – Joint Filing Agreement

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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.

Date: February 13, 2018

/s/ Mitch Mumma

Mitch Mumma

/s/ Dennis Dougherty

Dennis Dougherty