SecProbe.io

CORRESP
 1
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 Protara Therapeutics, Inc.

 345 Park Avenue South, 3rd Floor

 New York, NY, 10010

 May 20, 2026

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Protara Therapeutics, Inc.

 Registration Statement on Form S-3

 Filing Date May 14, 2026

 File No. 333-295862

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Protara Therapeutics, Inc. (the " Company ") hereby requests acceleration of the effective date of its Registration Statement
on Form S-3 (the " Registration Statement "), File No. 333-295862, to 9:30 a.m., Eastern Time, on May 22, 2026, or as
soon thereafter as practicable.

 Please contact Jennifer Lee of Kirkland & Ellis LLP, counsel to
the Company, at (212) 446-4800 as soon as the Registration Statement has been declared effective, or if you have any other questions or
concerns regarding this matter.

 Sincerely,

 /s/ Patrick Fabbio

 Patrick Fabbio

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 19, 2026

Jesse Shefferman
Chief Executive Officer
Protara Therapeutics, Inc.
345 Park Avenue South, Third Floor
New York, NY 10010

 Re: Protara Therapeutics, Inc.
 Registration Statement on Form S-3
 Filed May 14, 2026
 File No. 333-295862
Dear Jesse Shefferman:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jennifer Lee, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 7, 2024
Jesse Shefferman
President and Chief Executive Officer
Protara Therapeutics, Inc.
345 Park Avenue South, Third Floor
New York, New York 10010
Re:Protara Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 2, 2024
File No. 333-279067
Dear Jesse Shefferman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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Protara
Therapeutics, Inc.

345
Park Avenue South, Third Floor

New
York, NY 10010

May
7, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission,
 Division of Corporation Finance,

Office
of Life Sciences,
 100 F. Street, N.E.,
 Washington, D.C. 20549.

    Re:
    Protara Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed May 2, 2024

    File No. 333-279067

    Request for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Protara Therapeutics, Inc. (the “Company”) hereby requests
that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”), and declare the Registration Statement effective
as of 4:00 p.m., Eastern Time, on Thursday, May 9, 2024, or as soon thereafter as practicable, or at such other time as the Company or
its outside counsel, Sullivan & Cromwell LLP, requests by telephone that such Registration Statement be declared effective.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Robert W. Downes at Sullivan
& Cromwell LLP at (212) 558-4312 or by email (downesr@sullcrom.com).

    Very truly yours,

    Protara Therapeutics, Inc.

    By:
    /s/
    Patrick Fabbio

    Name:
    Patrick Fabbio

    Title:
    Chief Financial Officer

    cc:
    Mary J. Grendell,
    General Counsel and Corporate Secretary, Protara Therapeutics, Inc.

    Robert W. Downes, Sullivan
    & Cromwell LLP

CORRESP
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Protara Therapeutics, Inc.

345 Park Avenue South, Third Floor

New York, NY 10010

November 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission,

Division of Corporation Finance,

Office of Life Sciences,

100 F. Street, N.E.,

Washington, D.C. 20549.

 Re: Protara Therapeutics, Inc.

Registration Statement on Form S-3

Filed November 3, 2023

File No. 333-275290

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Protara Therapeutics, Inc. (the “Company”) hereby requests that the Securities and Exchange
Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement on Form S-3
(the “Registration Statement”), and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on
Tuesday, November 14, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Sullivan
& Cromwell LLP, requests by telephone that such Registration Statement be declared effective.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would so inform Robert W. Downes at Sullivan & Cromwell LLP at (212) 558-4312 or by email (downesr@sullcrom.com).

    Very truly yours,

    Protara Therapeutics, Inc.

    By:
    /s/ Jesse Shefferman

    Name:
    Jesse Shefferman

    Title:
    President and Chief Executive Officer

    cc:
    Mary J. Grendell, General Counsel and Corporate Secretary, Protara Therapeutics, Inc.

    Robert W. Downes, Sullivan & Cromwell LLP

United States securities and exchange commission logo
November 7, 2023
Jesse Shefferman
President and Chief Executive Officer
Protara Therapeutics, Inc.
345 Park Avenue South, Third Floor
New York, NY 10010
Re:Protara Therapeutics, Inc.
Registration Statement on Form S-3
Filed November 3, 2023
File No. 333-275290
Dear Jesse Shefferman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert W. Downes

United States securities and exchange commission logo
December 16, 2020
Blaine Davis
Chief Financial Officer
Protara Therapeutics, Inc.
1 Little West 12th Street
New York, New York 10014
Re:Protara Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 9, 2020
File No. 333-251224
Dear Mr. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ryan Sansom, Esq.

CORRESP
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Protara Therapeutics, Inc.

1 Little West 12th Street

New York, New York 10014

(646) 844-0337

December 15, 2020

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Abby Adams

    Re:

    Protara Therapeutics, Inc.

    Registration Statement on Form S-3

    File No. 333-251224

    Acceleration Request

    Requested Date:	Friday, December 18, 2020

    Requested Time:	4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the
Securities Act of 1933, as amended, Protara Therapeutics, Inc. (the “Registrant”) hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3
(File No. 333-251224) (the “Registration Statement”) to become effective at 4:30 p.m. Eastern Time on
Friday, December 18, 2020, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the written order
verifying the effective date.

Once the Registration Statement has
been declared effective, please orally confirm that event with Ryan S. Sansom of Cooley LLP, at (617) 937-2335 or Karen Elizabeth
Deschaine of Cooley LLP at (858) 550-6088.

Sincerely,

Protara Therapeutics,
Inc.

    By:
    /s/ Blaine Davis

    Blaine Davis

    Chief Financial Officer

United States securities and exchange commission logo
May 21, 2020
Blaine Davis
Chief Financial Officer
Protara Therapeutics, Inc.
1 Little West 12th Street
New York, New York 10014
Re:Protara Therapeutics, Inc.
Registration Statement on Form S-3
Filed May 14, 2020
File No. 333-238273
Dear Mr. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Protara Therapeutics, Inc.

1 Little West 12th Street

New York, New York 10014

(646) 844-0337

May 21, 2020

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Abby Adams

    Re:
    Protara Therapeutics, Inc.

Registration Statement
on Form S-3

File No. 333-238273

Acceleration Request

Requested Date:	Tuesday, May 26,
2020

Requested
Time: 4:30 p.m. Eastern Time

Ladies and Gentlemen:

In accordance with Rule 461 under the
Securities Act of 1933, as amended, Protara Therapeutics, Inc. (the “Registrant”) hereby requests that
the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3
(File No. 333-238273) (the “Registration Statement”) to become effective at 4:30 p.m. Eastern Time on
Tuesday, May 26, 2020, or as soon thereafter as is practicable. The Registrant also hereby requests a copy of the written order
verifying the effective date.

Once the Registration Statement has
been declared effective, please orally confirm that event with Ryan S. Sansom of Cooley LLP, at (617) 937-2335 or Karen Elizabeth
Deschaine of Cooley LLP at (858) 550-6088.

Sincerely,

Protara Therapeutics, Inc.

    By:
    /s/ Blaine Davis

Blaine Davis

Chief Financial Officer

CORRESP
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ArTara Therapeutics, Inc.

1 Little West 12th Street

New York, NY 10014

(646) 844-0337

February 6, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    William Mastrianna

Re:                             ArTara Therapeutics, Inc.

Registration Statement on Form S-3

File No. 333-236173

Acceleration Request

Requested Date:

Monday, February 10, 2020

Requested   Time:

4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ArTara Therapeutics, Inc. hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern Time on Monday, February 10, 2020, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Ryan S. Sansom of Cooley LLP at (617) 937-2335 or Karen E. Deschaine of Cooley LLP at (858) 550-6088.

Sincerely,

ARTARA THERAPEUTICS, INC.

By:

/s/ Jesse Shefferman

Jesse Shefferman

President and Chief Executive   Officer

February 5, 2020
Jesse Shefferman
President and Chief Executive Officer
ArTara Therapeutics, Inc.
1 Little West 12th Street
New York, NY 10014
Re:ArTara Therapeutics, Inc.
Registration Statement on Form S-3
Filed January 30, 2020
File No. 333-236173
Dear Mr. Shefferman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact William Mastrianna, Attorney-Adviser, at (202) 551-3778 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Karen Deschaine

CORRESP
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Proteon Therapeutics, Inc.

200 West Street

Waltham, MA 02451

December 18, 2019

VIA EDGAR AND E-MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Joseph McCann

Re:  Proteon Therapeutics, Inc. Registration Statement on Form S-4 (File No. 333-234549)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-234549) (the “Registration Statement”) of Proteon Therapeutics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern time, on December 19, 2018, or as soon as practicable thereafter.  Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morgan, Lewis & Bockius LLP, by calling Tara McElhiney at (713) 890-5732.

[Remainder of page intentionally left blank]

Very truly yours,

Proteon   Therapeutics, Inc.

By:

/s/ George Eldridge

George Eldridge,

Senior Vice President,   Chief Financial Officer, Treasurer and Assistant Secretary

CC:

Timothy P. Noyes,   Proteon Therapeutics, Inc.

Julio E. Vega, Morgan,   Lewis & Bockius LLP

Tara R. McElhiney,   Morgan, Lewis & Bockius LLP

Zachary E. Zemlin,   Morgan, Lewis & Bockius LLP

[Proteon Therapeutics, Inc. – Signature Page to Request for Acceleration]

CORRESP
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December 16, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission
 Division of Corporate Finance
 101 F Street N.E.
 Washington, D.C. 20549

Attention:

Jeanne Bennett

Mary Mast

Re:                             Proteon Therapeutics, Inc.
 Amendment No. 1 to Registration Statement on Form S-4
 Filed December 5, 2019
 File No. 333-234549

Ladies and Gentlemen:

On behalf of Proteon Therapeutics, Inc. (the “Company” or “Proteon”), we submit this letter and the following information in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated December 11, 2019, relating to the Company’s Amendment No. 1 to Registration Statement on Form S-4 (SEC File No. 333-234549) filed on December 5, 2019, and to discussions with the Staff via teleconference on December 16, 2019 at 10:00 am Eastern Standard Time.

On behalf of the Company, we are concurrently filing Amendment No. 2 to the Company’s Registration Statement on Form S-4 (the “Amendment No. 2”). We are providing to the Staff, by overnight delivery, a package containing copies of this letter and Amendment No. 2, including versions that are marked to show changes from the Registration Statement on Form S-4 as amended by Amendment No. 1 to the Company’s Registration Statement on Form S-4.

For the convenience of the Staff, the numbered paragraphs below correspond to the numbered comments in the Staff’s letter.  The Staff’s comments are presented in italics and are followed by the Company’s response. Page references herein are to pages of Amendment No. 2.

Amendment No. 1 to Form S-4 Filed December 5, 2019

Pro Forma Financial Information, Page PF-1

Morgan,   Lewis & Bockius LLP

One   Federal Street

Boston,   MA 02110-1726

 +1.617.341.7700

United   States

 +1.617.341.7701

1.              We note your response to comment number 6. Please explain to us how you have applied the guidance in ASC 805-40-30-2 and the reason your valuation includes total market capitalization of Proteon rather than the equity interests the legal subsidiary (ArTara) would have to issue to give the owners of the legal parent (Proteon) the same percentage equity interest in the combined entity that results from the reverse acquisition. Also, please refer to the examples in ASC 805-40-55-2.

Response:  In response to the Staff’s comment, the Company has updated the disclosure in Note 7 of the Pro Forma to be clearer as to how the guidance in ASC 805-40-30-2 was applied.

In addition, the acquisition date fair value of the consideration transferred by the accounting acquirer (ArTara) for its interest in the accounting acquiree (Proteon) is based upon the number of equity interests that ArTara would have had to issue in order to give the owners of Proteon the same percentage equity interest in the combined entity that results from the reverse acquisition. In accordance with the guidance provided in ASC 805-40-30-2, the fair value of the consideration upon the transfer of the 26.61% interest transferred to Proteon’s shareholders (accounting acquiree) was determined, and in connection therewith and in accordance with the guidance provided in ASC 805-40-55-10, it was determined that the quoted trading stock price of Proteon’s shares was more readily determinable than the fair value of the shares of ArTara, as ArTara is a privately held company and its shares do not trade. Accordingly, the trading price of the Proteon shares was considered to determine the fair value of the consideration paid by ArTara.

To effectuate the merger transaction, Proteon will issue to ArTara 2,632,369 shares of Proteon common stock, and Proteon will issue to the investors in the ArTara Private Placement 285,246 shares of Proteon common stock (all on a post-split basis).  After these issuances of Proteon common stock, the former shareholders of Proteon will own 26.61% of the company.  The table below summarizes and reconciles the pre and post-reverse stock split shares of Proteon, the pre and post-exchange ratio shares of ArTara and the post ArTara Private Placement shares, outstanding as of September 30, 2019, and the respective pro forma ownership by each of Proteon and ArTara.

2

At September 30, 2019

Before
   Reverse Split
   or Effect of the
   Exchange

After
   Reverse Split
   or Effect of
   the Exchange

Pro Forma
   Ownership
   Summary

Pro Forma

Ratio

Ratio

Proteon

ArTara

Ownership

Proteon shares outstanding

41,360,836

1,034,020

26.61

%

—

26.61

%

Plus: Proteon   shares issued to ArTara in merger

13,774,317

2,632,369

—

66.04

%

66.04

%

Plus: Proteon   shares issued to Investors in ArTara Private Placement in merger

1,492,597

285,246

—

7.35

%

7.35

%

Totals

3,951,635

26.61

%

73.39

%

100.00

%

2.              We note from your response to comment number 7 that you are not able to value any specific intangible assets at this time and that you intend to prepare a valuation to determine the value of any tangible and/or intangible assets acquired in the merger and will finalize these amounts prior to the closing of the merger. Please explain to us why you have not provided your best estimate of the fair value of the assets and liabilities acquired, including any intangible assets separately from goodwill. Refer to ASC 805-20-25-1.

Response:  In response to the Staff’s comment, the Company has revised its disclosure in Note 7 of the Pro Forma to include its best estimate as to the value of the in-process R&D intangible assets.  Proteon has disclosed that this is a provisional amount to be finalized upon the closing of the Merger and that as the in-process R&D has not yet been placed into service, no amortization expense has been recorded within the pro forma.

The guidance in ASC 805 requires goodwill to be measured as the excess of the merger consideration paid over the fair value of the identified assets and liabilities.  This results in goodwill being measured as a residual. The measurement occurs on the acquisition-date and, other than qualifying measurement  period adjustments, no adjustments are made to goodwill recognized as of the acquisition date until and unless it becomes impaired.

Goodwill typically represents the fair value of the going-concern element of the acquired business and the fair value of the expected synergies to be achieved upon consummation of the business combination.  However, in most business combinations, even after all acquired assets have been identified, goodwill likely will not be limited to core goodwill because of items that are not recognized in a business combination (e.g., contingent assets that do not

3

more likely than not meet the definition of an asset, intangible assets like workforce intangibles that do not meet the recognition criteria) and items that are not recognized at fair value (e.g., deferred income taxes).

The Company determined the preliminary value ascribed to goodwill after considering the guidance outlined above from ASC 805.  As discussed in the pro forma financial statements, the Company determined the merger consideration based on the guidance within ASC 805-40-30-2.   Proteon performed an exercise to identify and value all identifiable tangible and intangible assets of Proteon, and such preliminary values have been reflected in the pro forma financial statements.  After applying this guidance, the residual amount was allocated to goodwill.

Based on the above comment from the Staff, Proteon also considered what is specifically giving rise to goodwill in this transaction.

For Proteon, certain assets exist that give rise to goodwill but would not be valued in purchase accounting, specifically the potential value of the tax benefits associated with NOL’s and tax credit carryforwards which have a full valuation allowance.  At September 30, 2019, these totaled approximately $20 million, and at some point in the future, these carryforwards could be used to shield future tax liabilities for the combined company.

In addition, for Proteon certain other assets exist that have value but are not separately recognized in purchase accounting, including (i) Proteon is listed on Nasdaq, a recognizable exchange, and (ii) the value attributable to gaining Proteon’s shareholders as existing investors.

The Company also considered the fact that it is not uncommon in valuations of companies like Proteon, for a disproportionate amount of value to be ascribed to goodwill, due to the early stage and therefore speculative nature of the in-process R&D assets.  A preliminary value of $300,000 has been assigned to the in-processed R&D (“IPR&D”) currently owned by Proteon.  While the asset has a relatively small preliminary value at this time based on the clinical and regulatory uncertainties that exist, the underlying potential of the IPR&D could be significant in the future after years of additional clinical development.

Finally, Proteon does not anticipate that the combined entity would have an impairment of goodwill.  The combined entity will likely have one reporting unit, and based on the anticipated market capitalization of the combined entity, the Company does not foresee any goodwill impairment charges.

Please contact me at (617) 951-8901 or George Eldridge, Chief Financial Officer at the Company, at (781) 890-0102 with any questions or further comments regarding this letter or Amendment No. 2.

4

Sincerely,

/s/ Julio E. Vega

Julio E. Vega

cc:                             Joseph McCann, U.S. Securities and Exchange Commission

Mary Beth Breslin, U.S. Securities and Exchange Commission

George Eldridge, Proteon Therapeutics, Inc.

Tara R. McElhiney, Morgan, Lewis & Bockius LLP

Zachary E. Zemlin, Morgan, Lewis & Bockius LLP

5

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December 13, 2019

VIA EDGAR

U.S. Securities and Exchange Commission
 Division of Corporate Finance
 101 F Street N.E.
 Washington, D.C. 20549

Attention:                      Jeanne Bennett
 Mary Mast

Re:                             Proteon Therapeutics, Inc.
 Amendment No. 2 to Registration Statement on Form S-4 (“Amendment No. 2”)
 Expected to be Filed on or about December 16, 2019
 File No. 333-234549

Dear Ms. Bennett and Ms. Mast:

As we discussed in our conversation earlier today, we are submitting on behalf of Proteon Therapeutics, Inc. (the “Company” or “Proteon”) this letter and the following information as a preliminary response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated December 11, 2019 (“Comment Letter”), relating to the Company’s Amendment No. 1 to Registration Statement on Form S-4 (SEC File No. 333-234549) filed on December 5, 2019 (“Amendment No. 1”).

The purpose of this letter is to provide supplemental information to you with respect to the Staff’s comments in the Comment Letter for its consideration.

For your convenience, the numbered paragraphs below correspond to the numbered comments in the Staff’s letter.  The Staff’s comments are presented in italics and are followed by the Company’s preliminary response.

Amendment No. 1 to Form S-4 Filed December 5, 2019

Pro Forma Financial Information, Page PF-1

1.              We note your response to comment number 6. Please explain to us how you have applied the guidance in ASC 805-40-30-2 and the reason your valuation includes total market

Morgan,   Lewis & Bockius LLP

1000   Louisiana Street

Houston,   TX 77002

 +1.713.890.5732

United   States

 +1.713.890.5001

capitalization of Proteon rather than the equity interests the legal subsidiary (ArTara) would have to issue to give the owners of the legal parent (Proteon) the same percentage equity interest in the combined entity that results from the reverse acquisition. Also, please refer to the examples in ASC 805-40-55-2.

Response:  In response to the Staff’s comment, the Company anticipates updating its disclosure in note 7 to clarify how the guidance in ASC 805-40-30-2 was applied.

Please see Exhibit 1 attached hereto for the Company’s proposed updated  note 7 disclosure (with changes against Amendment No. 1 noted in line).

2.              We note from your response to comment number 7 that you are not able to value any specific intangible assets at this time and that you intend to prepare a valuation to determine the value of any tangible and/or intangible assets acquired in the merger and will finalize these amounts prior to the closing of the merger. Please explain to us why you have not provided your best estimate of the fair value of the assets and liabilities acquired, including any intangible assets separately from goodwill. Refer to ASC 805-20-25-1.

Response:  In response to the Staff’s comment, the Company anticipates updating its disclosure to include its best estimate as to the value of the in-process R&D intangible assets. The Company anticipates disclosing that this is a provisional amount to be finalized upon the closing of the Merger and that as the in-process R&D has not yet been placed into service, no amortization expense has been recorded within the pro forma.

Please see Exhibit 1 attached hereto for the Company’s proposed updated unaudited pro forma condensed combined balance sheet (with changes against Amendment No. 1 noted in yellow highlighting) and note 7 disclosure (with changes against Amendment No. 1 noted in line).

Our hope is to discuss these preliminary comments with you on our telephone conference scheduled for Monday, December 16, 2019.  As discussed, the participants on that call will be George Eldridge, Chief Financial Officer of the Company, a representative from the Company’s accountants, a representative from ArTara Therapeutics, Inc.’s accountants, and myself, Tara McElhiney. Following the telephone conference and based on your feedback, the Company hopes to be in a position to file Amendment No. 2 on the anticipated date of December 16, 2019, or as soon thereafter as practicable.

2

Sincerely,

/s/ Tara R. McElhiney

Tara R. McElhiney

cc:                                Joseph McCann, U.S. Securities and Exchange Commission
 Mary Beth Breslin, U.S. Securities and Exchange Commission
 George Eldridge, Proteon Therapeutics, Inc.
 Julio E. Vega, Morgan, Lewis & Bockius LLP
 Zachary E. Zemlin, Morgan, Lewis & Bockius LLP

3

Exhibit 1

Note 7            To record goodwill upon In connection with the business combination with Proteon, identifiable assets consisted solely of in-process R&D and cash. Proteon’s in-process R&D intangible assets have not yet been placed in service, and accordingly, there would be no amortization to record within the unaudited pro forma condensed combined statements of operations and comprehensive loss.  The components of the business combination accounting are presented below. Proteon’s intangible assets, representing in process R&D, have not yet been determined and, therefore, the allocation of the purchase price in excess of Proteon’s net assets is shown entirely as goodwill and no pro forma amortization expense has been recorded. Separately identifiable intangible assets may be determined to exist, but such intangible assets would not, The actual amount recorded as of the completion of the Merger may differ from the provisional information presented in these unaudited pro forma condensed combined financial statements. As further described below, goodwill represented the fair value of the consideration transferred by the accounting acquirer (ArTara), less the value of the identifiable assets and labilities. The components of the business combination accounting are presented below.

The acquisition date fair value of the consideration transferred by the accounting acquirer (ArTara) for its interest in the accounting acquiree (Proteon) is based upon the number of equity interests that ArTara would have had to issue in order to give the owners of Proteon the same percentage equity interest in the combined entity that results from the reverse acquisition. All of the shares of the legal subsidiary (ArTara) will be exchanged for the common shares of the legal parent (Proteon), and thereafter, the former shareholders of ArTara (including the holders of shares issued in the ArTara Private Placement) will own 73.39% of the combined company, and the former shareholders of Proteon shall own 26.61% of the combined company. In accordance with the guidance provided in ASC 805-40-30-2, the fair value of the consideration upon the transfer of the 26.61% interest transferred to Proteon’s shareholders (accounting acquiree) was determined, and in connection therewith and in accordance with the guidance provided in ASC 805-40-55-10, it was determined that the quoted trading stock price of Proteon’s shares was more readily determinable than the fair value of the shares of ArTara, as ArTara is a privately held company and its shares do not trade. Accordingly, the trading price of the Proteon shares was considered to determine the fair value of the consideration paid by ArTara.

Fair value of consideration transferred by ArTara to Proteon’s shareholders

Proteon common shares outstanding   as of December 11, 2019

19,585,394

Proteon Series A convertible   preferred stock outstanding, which shall be converted into Proteon common   shares in connection with the business combination

21,660

Number of common shares that   Series A convertible preferred is convertible into

21,771,032

Total number of Proteon common   shares outstanding pre-merger

41,360,836

Proteon closing stock price on   December 11, 2019 (from Yahoo Finance)

$

0.322

Fair value of consideration   transferred by ArTara to Proteon’s shareholders

$

13,316,000

Consideration paid to acquire   Proteon

$

13,316,000

Cash (estimated remaining cash at   time of close, after Proteon’s purchase of a tail policy for D&O   insurance, merger related expenses (bankers, attorneys and accountants) and   severance payments.)

3,050,000

Intangible assets (this is a   provisional value)

300,000

Goodwill

$

9,966,000

Debit

Credit

Goodwill

$

9,966,000

Intangible   assets

300,000

Additional   paid-in capital

10,266,000

December 11, 2019
Timothy P. Noyes
President and Chief Executive Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451
Re:Proteon Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 5, 2019
File No. 333-234549
Dear Mr. Noyes:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 27, 2019 letter.
Amendment No. 1 to Form S-4
Pro Forma Financial Information, page PF-1
1.Pro Forma Financial Information, page PF-1

We note your response to comment number 6. Please explain to us how you have applied
the guidance in ASC 805-40-30-2 and the reason your valuation includes total market
capitalization of Proteon rather than the equity interests the legal subsidiary (ArTara)
would have to issue to give the owners of the legal parent (Proteon) the same percentage
equity interest in the combined entity that results from the reverse acquisition.  Also,
please refer to the examples in ASC 805-40-55-2.

 FirstName LastNameTimothy P. Noyes
 Comapany NameProteon Therapeutics, Inc.
 December 11, 2019 Page 2
 FirstName LastName
Timothy P. Noyes
Proteon Therapeutics, Inc.
December 11, 2019
Page 2
2.We note from your response to comment number 7 that you are not able to value any
specific intangible assets at this time and that you intend to prepare a valuation to
determine the value of any tangible and/or intangible assets acquired in the merger and
will finalize these amounts prior to the closing of the merger.   Please explain to us why
you have not provided your best estimate of the fair value of the assets and liabilities
acquired, including any intangible assets separately from goodwill.   Refer to ASC 805-
20-25-1.

            You may contact Jeanne Bennett at (202) 551-3606 or Mary Mast at (202) 551-3613 if
you have questions regarding comments on the financial statements and related matters. Please
contact Joseph McCann at (202) 551-6262 or Mary Beth Breslin, Legal Branch Chief, at (202)
551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Julio Vega

CORRESP
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December 4, 2019

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission
 Division of Corporate Finance
 101 F Street N.E.
 Washington, D.C.

Attention:

Jeanne Bennett

Mary Mast

Re:                         Proteon Therapeutics, Inc.
 Amendment No. 1 to Registration Statement on Form S-4
 Filed November 7, 2019
 File No. 333-234549

Ladies and Gentlemen:

On behalf of Proteon Therapeutics, Inc. (the “Company” or “Proteon”), we submit this letter and the following information in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated November 27, 2019, relating to the Company’s Registration Statement on Form S-4 (SEC File No. 333-234549) filed on November 7, 2019.

On behalf of the Company, we are concurrently filing Amendment No. 1 to the Company’s Registration Statement on Form S-4 (the “Amendment No. 1”). We are providing to the Staff, by overnight delivery, a package containing copies of this letter and Amendment No. 1, including versions that are marked to show changes from the Registration Statement on Form S-4.

For the convenience of the Staff, the numbered paragraphs below correspond to the numbered comments in the Staff’s letter.  The Staff’s comments are presented in italics and are followed by the Company’s response. Page references herein are to pages of Amendment No. 1.

Form S-4 Filed November 7, 2019

Exclusive Forum, page 259

Morgan, Lewis & Bockius LLP

One Federal Street

 +1.617.341.7700

Boston, MA    02110-1726

 +1.617.341.7701

United States

U.S. Securities and Exchange Commission

December 4, 2019

Page 2

1.            We note that Article Eleven of your charter provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on Proteon’s behalf. Please revise your disclosure on page 259 to identify the Court of Chancery as the exclusive forum and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Response:  In response to the Staff’s comment, the Company has amended its disclosure on page 262 of Amendment No. 1 to clarify that the Company’s forum selection provision does not apply to actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Company will include a similar clarifying statement in its future filings, where applicable, with the Commission.

Pro Forma Condensed Statement of Operations – for the Year Ended December 31, 2018

Pro Forma Condensed Statement of Operations – for the Nine Months Ended September 30, 2019, page PF-4

2.            Revise to disclose how you determined the pro forma adjustments to weighted average common shares outstanding in Notes C and DD.

Response:  In response to the Staff’s comment, the Company has amended its disclosure on pages PF-11 and PF-12 of Amendment No. 1. In addition, the Company has added cross references from the note description on pages PF-11 through PF-12 to the calculations of weighted average shares outstanding on pages PF-12 through PF-15.

3.            Explain to us your basis for the adjustment to general and administrative expenses in Note CC and how this complies with the guidance in Rule 11-02(6) of Regulation S-X.

Response:  In response to the Staff’s comment, the Company has reviewed the guidance in Rule 11-02(6) of Regulation S-X and made the determination that certain of the general and administrative expenses incurred through September 30, 2019 were incurred in connection with the merger, such as legal, accounting and banker fees. Such costs and fees are not expected to have a continuing impact on the registrant and therefore the adjustment (Note CC) reflects a removal of these costs from the registrant’s unaudited pro forma condensed combined statement of operations.

I. Business Combination

Accounting for the Merger, page PF-7

U.S. Securities and Exchange Commission

December 4, 2019

Page 3

4.            You state on page 2 that immediately after the Merger and closing of the Private Placement, the holders of former ArTara capital stock are expected to hold approximately 28.67% of the Proteon capital stock on a fully diluted basis and that the investors in the Private Placement will hold approximately 60.93%. Please provide us with your analysis of how you determined that the transaction qualifies as a reverse merger with ArTara being the accounting acquirer and how you considered the concurrent private placement issued after the Effective Time discussed on page PF-6. Refer to ASC 805-10-55-10. In this respect, please address the following:

·                 Clarify in the filing what you mean on page 242 by “the terms of Proteon’s (and, after the effectiveness of the Merger, the combined company’s) Class III, Class I and Class II directors will expire upon the election and qualification of successor directors at the annual meetings of stockholders to be held in 2020, 2021, and 2022, respectively”. Specifically clarify if the existing Proteon directors will be on the board until their terms expire alongside the new management and directors listed on page 242.

·                 Provide us the composition of the Investors in the Private Placement and the affiliation, if any, to Proteon and ArTara. Tell us what percentage ownership the lead Investor will have in the company after the merger and Private Placement.

·                 Tell us what role the Investors in the Private Placement will have in the combined company either on the board or elsewhere after the Private Placement and what rights, including voting rights after the automatic conversion to common stock, the Investors will have following the transaction. In this respect, we note on page 18 that the Investors have the right to nominate directors to the Proteon Board and nonvoting board observers and on page 87 certain investors have the ability to control or significantly influence certain matters submitted to the combined company’s stockholders for approval.

·                 Clarify how many directors the Investors may nominate.

·                 Tell us if the Investors have the ability to elect the board or vote for other major decisions based on their majority ownership or other rights after automatic conversion to common stock.

Response:  In response to the Staff’s comment, the Company has analyzed its determination that the transaction qualifies as a reverse merger with ArTara being the accounting acquirer.

First, the Company evaluated the relative voting interests of each of ArTara and Proteon and determined that immediately after the merger but prior to the Proteon Private Placement (as defined in Amendment No. 1), the holders of ArTara capital stock are expected to hold approximately 75.22% of the fully diluted shares of Proteon capital stock outstanding and the equity holders of Proteon capital stock are expected to hold approximately 24.79% of the fully diluted shares of Proteon capital stock outstanding. Furthermore, among other factors, the seven member post-merger board of directors of the combined company will initially be

U.S. Securities and Exchange Commission

December 4, 2019

Page 4

comprised of (a) Luke Beshar, Scott Braunstein, M.D., Roger Garceau, M.D., Richard Levy, M.D. and Michael Solomon, Ph.D., each as an ArTara designee, (b) ArTara’s current chief executive officer (Jesse Shefferman), and (c) Gregory Sargen, as the Proteon designee. Immediately following the Merger, the executive management team of the combined company is expected to be comprised of the following individuals, all of whom are current officers of ArTara (Jesse Shefferman, Chief Executive Officer and President, Jacqueline Zummo, Ph. D., MPH, MBA, Senior Vice President, Research Operations, and Dr. Julio Casoy, M.D., Chief Medical Officer).

Second, the investors in the Proteon Private Placement are all investors who were aligned with and brought into the transaction by ArTara. The interest of these investors were aligned with the strategic objectives set forth by the ArTara management team and its directors. As such, to the extent that the interests represented by the Proteon Private Placement are evaluated with respect to the determination of accounting acquirer, these interests support ArTara as the accounting acquirer.

In summary, when weighing the relative voting interests prior to the Proteon Private Placement, the post-merger composition of the board of directors, the post-merger composition of the management team and the interest supported by the Proteon Private Placement investors, ArTara is determined to be the accounting acquirer.

In response to the Staff’s comment in the first bullet above, the Company has amended its disclosure on page 244 of Amendment No. 1.

In response to the Staff’s comment in the second bullet above, the Company respectfully advises the Staff that the composition of the Investors in the Private Placements (as defined in Amendment No. 1), affiliations of each to Proteon and ArTara, if any, and the expected percentage ownership after the merger and Private Placements (calculated on an as-converted to common stock basis and without regard for the limitations on conversion set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series 1 Convertible Non-Voting Preferred Stock) for each Investor are as follows:

Investor

Affiliation with Pre-Merger
   Companies

Expected Ownership Post-
   Merger & Private
   Placements (As-Converted)1

667,   L.P

None

2.4%

Baker   Brothers Life Sciences, L.P.

None

26.9%

1  Ownership percentages reflect Common Stock outstanding only (calculated on an as-converted basis), and do not take in account any options or other stock awards that are expected to be outstanding following the Merger and Private Placements.

U.S. Securities and Exchange Commission

December 4, 2019

Page 5

Boxer   Capital, LLC

None

14.2%

MVA   Investors, LLC

None

0.5%

DRW   Venture Capital, LLC

6.2% stockholder of ArTara

4.6%

Ikarian   Capital

3.1% stockholder of ArTara

1.4%

James   F. Reddoch

0.6% stockholder of ArTara

0.3%

Opaleye   LP

29.6% stockholder of ArTara

22.7%

In response to the Staff’s comment in the third bullet above, the Company advises the Staff that the Investors in the Private Placements will not have a role in the combined company other than pursuant to the rights that they have through the provisions of the Subscription Agreement, which include the following rights, each of which is described in Amendment No 1: (i) preemptive rights for future equity financings; (ii) rights of certain Investors to appoint members of the combined company’s board (which designees are required to be independent) or non-voting board observers; and (iii) approval rights regarding certain corporate actions.  As disclosed in Amendment No. 1, the common stock issued in the Proteon Private Placement will have voting rights but the Series 1 Preferred Stock issued in the Proteon Private Placement will not have voting rights.  Further, the right for Investors to convert their shares of the combined company’s Series 1 Preferred Stock to shares of the combined company’s common stock is subject to a 9.99% ownership restriction (which the holder may from time to time increase or decrease to any other percentage not in excess of 19.99%).

In response to the Staff’s comment in the fourth bullet above, the Company advises the Staff of the following, which has been included in the disclosure in Amendment No. 1 on pages 18, 164, and PRTO Q3-9 as well.

The lead investor has the right (but not the obligation) to appoint up to two directors to the combined company’s board and one other investor has the right (but not the obligation) to appoint one director to the combined company’s board, in each case subject to requirements related to holding minimum amounts of the combined company’s equity securities. In addition, at any time when it does not have a designee serving on the board, each of these investors has a right to designate an individual to be present and participate in a non-voting capacity in all meetings of the combined company’s board and board committees. As of the date hereof, neither investor has notified Proteon or ArTara of an imminent intention to appoint such directors or non-voting observers.

In response to the Staff’s comment in the fifth bullet above, the Company advises the Staff of the following, which has been included in the disclosure in Amendment No. 1 on pages 19, 164, PRTO Q3-9, and PRTO Q3-10 as well:

If the Investors purchasing Series 1 Preferred Stock in the Proteon Private Placement each elect to increase their conversion limitation to 19.99% and each Investor elects to convert

U.S. Securities and Exchange Commission

December 4, 2019

Page 6

the maximum number of shares of Series 1 Preferred Stock into shares of voting common stock as would then be permitted, the Investors in the Private Placements would own a majority of the outstanding shares of common stock, calculated as of immediately following the effectiveness of the Merger and Private Placements. As a result, these stockholders, acting together, could have substantial influence over most matters that require approval by the combined company’s stockholders, including the election of directors, any merger, consolidation or sale of all or substantially all or of the company’s assets or any other significant corporate transaction. However, neither Proteon nor ArTara have any reason to believe that these stockholders intend to convert their non-voting shares of Series 1 Preferred Stock to common stock or act together on any matters in the future.

III. Pro forma Adjustments, page PF-8

5.            Please disclose the nature of the $6,299,000 cash payment in Note 6, who this is being paid to and explain to us where this is discussed in the filing.

Response:  In response to the Staff’s comment, the Company has amended its disclosure on page PF-9 of Amendment No. 1. Prior to the close of the merger Proteon will use approximately $4,700,000 for working capital, which consists of payments for a tail policy for D&O insurance, merger related expenses (bankers, attorneys and accountants) and severance payments, and will use approximately $1,600,000 of cash in order to repay any outstanding obligations in accounts payable and accrued expenses.

6.            Please revise to clarify how you determined the amounts included in the purchase price allocation in Note 7. Explain to us how the market capitalization of Proteon in Note 7 considers the guidance in ASC 805-40-30-2 which indicates that the “acquisition-date fair value of the consideration transferred by the accounting acquirer for its interest in the accounting acquiree is based on the number of equity interests the legal subsidiary would have had to issue to give the owners of the legal parent the same percentage equity interest in the combined entity that results from the reverse acquisition”. Explain the basis for recording goodwill in this transaction.

Response:  In response to

November 27, 2019
Timothy P. Noyes
President and Chief Executive Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451
Re:Proteon Therapeutics, Inc.
Registration Statement on Form S-4
Filed November 7, 2019
File No. 333-234549
Dear Mr. Noyes:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 Filed November 7, 2019
Exclusive Forum, page 259
1.We note that Article Eleven of your charter provides that the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for any derivative action or
proceeding brought on Proteon's behalf. Please revise your disclosure on page 259 to
identify the Court of Chancery as the exclusive forum and disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act. In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder. If the provision applies to

 FirstName LastNameTimothy P. Noyes
 Comapany NameProteon Therapeutics, Inc.
 November 27, 2019 Page 2
 FirstName LastNameTimothy P. Noyes
Proteon Therapeutics, Inc.
November 27, 2019
Page 2
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.

Pro Forma Condensed Statement of Operations - for the Year Ended Deember 31, 2018
Pro Forma Condensed Statement of Operations - for the Nine Months Ended September 30,
2019, page PF-4
2.Revise to disclose how you determined the pro forma adjustments to weighted average
common shares outstanding in Notes C and DD.
3.Explain to us your basis for the adjustment to general and administrative expenses in Note
CC and how this complies with the guidance in Rule 11-02(6) of Regulation S-X.
I. Business Combination
Accounting for the Merger, page PF-7
4.You state on page 2 that immediately after the Merger and closing of the Private
Placement, the holders of former ArTara capital stock are expected to hold approximately
28.67% of the Proteon capital stock on a fully diluted basis and that the investors in the
Private Placement will hold approximately 60.93%. Please provide us with your analysis
of how you determined that the transaction qualifies as a reverse merger with ArTara
being the accounting acquirer and how you considered the concurrent private placement
issued after the Effective Time discussed on page PF-6. Refer to ASC 805-10-55-10.  In
this respect, please address the following:
•Clarify in the filing what you mean on page 242 by "the terms of Proteon's (and, after
the effectiveness of the Merger, the combined company's) Class III, Class I and Class
II directors will expire upon the election and qualification of successor directors at
the annual meetings of stockholders to be held in 2020, 2021, and 2022,
respectively". Specifically clarify if the existing Proteon directors will be on the
board until their terms expire alongside the new management and directors listed on
page 242.
•Provide us the composition of the Investors in the Private Placement and the
affiliation, if any, to Proteon and ArTara. Tell us what percentage ownership the lead
Investor will have in the company after the merger and Private Placement.
•Tell us what role the Investors in the Private Placement will have in the combined
company either on the board or elsewhere after the Private Placement and what
rights, including voting rights after the automatic conversion to common stock, the
Investors will have following the transaction. In this respect, we note on page 18 that
the Investors have the right to nominate directors to the Proteon Board and non-
voting board observers and on page 87 certain investors have the ability to control or
significantly influence certain matters submitted to the combined company's
stockholders for approval.
•Clarify how many directors the Investors may nominate.

 FirstName LastNameTimothy P. Noyes
 Comapany NameProteon Therapeutics, Inc.
 November 27, 2019 Page 3
 FirstName LastNameTimothy P. Noyes
Proteon Therapeutics, Inc.
November 27, 2019
Page 3
•Tell us if the Investors have the ability to elect the board or vote for other major
decisions based on their majority ownership or other rights after automatic
conversion to common stock.
III. Pro forma Adjustments, page PF-8
5.Please disclose the nature of the $6,299,000 cash payment in Note 6, who this is being
paid to and explain to us where this is discussed in the filing.
6.Please revise to clarify how you determined the amounts included in the purchase price
allocation in Note 7. Explain to us how the market capitalization of Proteon in Note 7
considers the guidance in ASC 805-40-30-2 which indicates that the “acquisition-date fair
value of the consideration transferred by the accounting acquirer for its interest in the
accounting acquiree is based on the number of equity interests the legal subsidiary would
have had to issue to give the owners of the legal parent the same percentage equity interest
in the combined entity that results from the reverse acquisition".  Explain the basis for
recording goodwill in this transaction.
7.Revise Note 7 to disclose what the $3,050,000 cash included in the purchase price
allocation represents and clarify where this is discussed in the filing. In addition,
separately disclose goodwill and any specific intangible assets acquired.
Pro Forma Combined Earnings Per Share, page PF-11
8.Revise to disclose how you determined the adjustments to ArTara weighted average
shares outstanding due to Exchange Ratio and adjustments to Proteon weighted average
shares due to Proteon Reverse Split Ratio for the year ended December 31, 2018 and nine
months ended September 30, 2019.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameTimothy P. Noyes
 Comapany NameProteon Therapeutics, Inc.
 November 27, 2019 Page 4
 FirstName LastName
Timothy P. Noyes
Proteon Therapeutics, Inc.
November 27, 2019
Page 4
            You may contact Jeanne Bennett at (202) 551-3606 or Mary Mast at (202) 551-3613 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Joseph McCann at (202) 551-6262  or Mary Beth Breslin, Legal Branch Chief, at (202)
551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Julio Vega

CORRESP
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Proteon Therapeutics, Inc.

200 West Street

Waltham, MA 02145

(781) 890-0102

February 5, 2019

Via EDGAR and FedEx

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Donald E. Field

    RE:
    Proteon Therapeutics, Inc.

    Registration Statement on Form S-3

    SEC File No. 333-228865

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Proteon Therapeutics,
Inc., a Delaware corporation (the “Company”), hereby respectfully requests that the effectiveness of the Company’s
above-referenced Registration Statement on Form S-3, as amended, be accelerated to 4:00 p.m. Eastern Time, on February 7, 2019
or as soon as practicable thereafter.

Should you have any questions regarding this request, please do not hesitate to contact
Tara R. McElhiney at (713) 890-5732 of Morgan, Lewis & Bockius LLP, counsel to the Company.

Sincerely,

PROTEON THERAPEUTICS, INC.

/s/ George A. Eldridge

Name:	George A. Eldridge

Title:	Senior Vice President, Chief Financial

Officer, Treasurer and Assistant Secretary

    cc:
    Matthew Kowalsky, Proteon Therapeutics, Inc.

    Julio E. Vega, Morgan, Lewis & Bockius LLP

    Tara R. McElhiney, Morgan, Lewis & Bockius LLP

January 30, 2019
Timothy P. Noyes
Chief Executive Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451
Re:Proteon Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 18, 2018
File No. 333-228865
Dear Mr. Noyes:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

CORRESP
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Proteon Therapeutics, Inc.

200 West Street

Waltham, MA 02145

(781) 890-0102

August 17, 2017

Via EDGAR and FedEx

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Suzanne Hayes

RE:  Proteon Therapeutics, Inc.

    Registration Statement
on Form S-3

    File No. 333-219676

Ladies and Gentlemen:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, Proteon Therapeutics, Inc., a Delaware corporation (the “Company”),
hereby requests that the effectiveness of the Company’s above-referenced Registration Statement on Form S-3, as amended (the
“Registration Statement”), be accelerated to 4:30 p.m. Eastern Time, on August 21, 2017 or as soon as
practicable thereafter, unless you are orally or in writing notified to the contrary by the Company prior to such date and time.
In the event you are orally notified, you will be contacted either by me, or Julio E. Vega of Morgan, Lewis & Bockius LLP.

The Company hereby
acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any
questions regarding this request, please do not hesitate to contact Julio E. Vega of Morgan, Lewis & Bockius LLP, counsel to
the Company, at (617) 951-8901.

Please contact Julio
E. Vega as soon as the Registration Statement has been declared effective.

    Sincerely,

    PROTEON THERAPEUTICS, INC.

    /s/ George A. Eldridge

    Name:
    George A. Eldridge

    Title:
    Senior
Vice President, Chief Financial Officer, Treasurer and Assistant Secretary

cc:  Irene Paik, U.S. Securities and Exchange Commission

    Julio E. Vega, Morgan,
Lewis & Bockius LLP

CORRESP
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Julio E. Vega

Partner

+1.617.951.8901

julio.vega@morganlewis.com

August 14, 2017

Via EDGAR and Federal Express

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:           Proteon
                                         Therapeutics, Inc. (CIK No. 0001359931)

  Suzanne Hayes

  Assistant Director

  Office of Healthcare and Insurance

 Re: Proteon Therapeutics, Inc. (CIK No. 0001359931)

Registration Statement on Form S-3

Filed August 3, 2017

File No. 333-219676

Dear Ms. Hayes:

On behalf of our client, Proteon Therapeutics,
Inc., a Delaware corporation (the “Company”), set forth below is the Company’s response to the comment
of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), as presented by Irene Paik to Christina Bailey via teleconference on August 9, 2017 beginning
at approximately 2:30 p.m. Eastern Time (the “Teleconference”), relating to the Registration Statement on Form
S-3 filed with the Commission on August 3, 2017 (the “Registration Statement”).

On behalf of the Company, we are concurrently
filing via EDGAR an amended Registration Statement on Form S-3 (the “Amendment”). We are providing to the Staff,
by overnight delivery, a courtesy package containing copies of this letter and the Amendment, including versions that are marked
to show changes to the Registration Statement.

United States Securities and Exchange Commission

August 14, 2017

Page 2

Set forth below is the response of the Company
to the comment discussed during the Teleconference. The comment is printed below in bold and is followed by the Company’s
response.

 1. Please revise the Registration Statement to include, in the “Incorporation by Reference” section beginning on
page 16 of the Registration Statement, references to the Current Reports on Form 8-K filed by the Company with the Commission on
June 22, 2017 and June 26, 2017.

Response: In response to the Staff’s comment, the Company has amended the
Registration Statement to include references to the Current Reports on Form 8-K filed by the Company with the Commission on June
22, 2017 and June 26, 2017. These references appear on page 16 of the Amendment.

Thank you for your prompt attention to the Company’s
response to the Staff’s comment. Please contact me at (617) 951-8901 or George Eldridge, Chief Financial Officer at the Company,
at 781-890-0102 x1026 with any questions or further comments regarding our response to the Staff’s comment.

Sincerely,

/s/ Julio E. Vega

Julio E. Vega

cc:      George Eldridge, Proteon Therapeutics, Inc.

CORRESP
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Proteon Therapeutics, Inc.

200 West Street

(781) 890-0102

January 8, 2016

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Suzanne Hayes

    RE:
    Proteon Therapeutics, Inc.

    Registration Statement on Form S-3

    SEC File No. 333-207965

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of
1933, as amended, Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), hereby requests that the
effectiveness of the Company’s above-referenced Registration Statement on Form S-3, as amended (the “Registration
Statement”), be accelerated to 4:00 p.m. Eastern Time, on January 12, 2016 or as soon as practicable thereafter,
unless you are orally or in writing notified to the contrary by the Company prior to such date and time. In the event you are orally
notified, you will be contacted either by me, or William S. Perkins or Julio E. Vega of Morgan, Lewis & Bockius LLP.

The Company hereby acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this
request, please do not hesitate to contact William S. Perkins at (617) 951-8574 of Morgan, Lewis & Bockius LLP, counsel to
the Company.

Please contact William S. Perkins as soon as
the Registration Statement has been declared effective.

    Sincerely,

    PROTEON THERAPEUTICS, INC.

    /s/ George A. Eldridge

    Name:
    George A. Eldridge

    Title:
    Senior Vice President, Chief Financial
 Officer, Treasurer and Secretary

    cc:
    Alla Berenshteyn, U.S. Securities and Exchange Commission

    Dean Profis, Proteon Therapeutics, Inc.

    Julio E. Vega, Morgan, Lewis & Bockius LLP

    William S. Perkins, Morgan, Lewis & Bockius LLP

    Christina Bailey, Morgan, Lewis & Bockius LLP

CORRESP
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	December 15, 2015

Via EDGAR

Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Proteon Therapeutics, Inc.

    Registration Statement on Form S-3

    Filed November 12, 2015

    File No. 333-207965

Dear Ms. Hayes:

This letter sets forth the response of Proteon Therapeutics, Inc.
(the “Company”) to the comment letter, dated November 24, 2015, of the staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Registration
Statement on Form S-3 (the “Registration Statement”). For your convenience, the Staff's comments have been repeated
below in their entirety, with the Company's response to a particular comment set out immediately underneath it. The headings and
numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. This
letter is being filed with the SEC with Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).

 1. Please file the form indenture as an exhibit to the registration statement prior to effectiveness. For guidance, please refer
to the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations 201.02 and 201.04.

Response: We respectfully acknowledge the Staff’s comment. In response to
the Staff’s comment, we have filed the form indenture as Exhibit 4.5 to the Amended Registration Statement.

 2. We note that you have a pending confidential treatment request. We will not be in a position to accelerate the effectiveness
of your registration statement until we have completed processing of your confidential treatment request.

Response: We respectfully acknowledge the Staff’s comment and will await
processing of the Company’s confidential treatment request.

 3. We note disclosure on page 9 indicates that your debt securities may be guaranteed. Please revise the registration statement
to register the offering of guarantees and include the guarantees in your legal opinion.

Suzanne Hayes

Securities and Exchange Commission

December 15, 2015

Page 2

Response: We respectfully confirm that the Company will not be offering any guarantees.
The Amended Registration Statement has been revised to delete the reference to guarantees under “Description of Debt Securities
-- General” (page 9 of the Amended Registration Statement). In addition, in light of the fact that the Company will not
be offering any guarantees, we have made no changes to our legal opinion.

Thank you for your prompt attention to the Company’s
response to the Staff’s comments. Please contact me at (617) 951-8574 or George Eldridge, Chief Financial Officer at the
Company, at 617-890-0102 x1026 with any questions or further comments regarding our response to the Staff’s comments.

Sincerely,

/s/ William S. Perkins

William S. Perkins

    cc:
    Alla Berenshteyn, U.S. Securities and Exchange Commission

    George Eldridge, Proteon Therapeutics, Inc.

    Julio E. Vega, Morgan, Lewis & Bockius LLP

    Christina Bailey, Morgan, Lewis & Bockius LLP

Mail Stop 4720
 November 24 , 2015

Via E -mail
George A. Eldridge
Chief Financial  Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451

Re: Proteon  Therapeutics, Inc.
  Registration Statement on Form S -3
Filed November 12 , 2015
  File No. 333-207965

Dear Mr. Eldridge :

We have limited our review of you r registration statement to the issue s we have
addressed in our comment s.

After reviewing any amendment to your registration statement and the information you
provide in response to our comments , we may have  additional comments.

General

1. Please file the form indenture as an exhibit to the registration statement prior to
effectiveness.  For guidance, please refer to Trust Indenture Act of 1939 Compliance and
Disclosure Interpretations 201.02 and 201.04.

2. We note that you have a pending co nfidential treatment request.  We will not be in a
position to accelerate the effectiveness of your registration statement until we have
completed processing your confidential treatment request.

Description of Debt Securities, page 9

3. We note disclosure on page 9 indicates that your debt securities may be guaranteed.
Please revise the registration statement to register the offering of guarantees and include
the guarantees in your legal opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

George A. Eldridge
Proteon  Therapeutics, Inc.
November 24 , 2015
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective d ate
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accu racy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to revie w any amendment prior to the requested effective date of the
registration statement.

Please contact Alla Berenshteyn  at (202) 551 -4325  or me at (202) 551 -3675 with any
questions .

Sincerely,

 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
        Office of Healthcare and Insurance

CORRESP
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October 17, 2014

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

Attention: John Krug and Christina De Rosa

Re:                             Proteon Therapeutics, Inc.

Registration Statement on Form S-1

SEC File No. 333-198777

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between October 7, 2014 and the date hereof 2,211 copies of the Preliminary Prospectus dated October 7, 2014 were distributed as follows: 0 to prospective underwriters; 813 to institutional investors; 0 to prospective dealers; 1,398 to individuals; 0 to rating agencies and 0 to others.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time, on Tuesday, October 21, 2014, or as soon thereafter as practicable.

[signature page follows]

Very truly yours,

STIFEL, NICOLAUS & COMPANY, INCORPORATED

JMP SECURITIES, LLC

For themselves and as Representatives of the

other Underwriters named in Schedule I of the Underwriting Agreement

By:

Stifel, Nicolaus & Company, Incorporated

By:

/s/ Seth Rubin

Name: Seth Rubin

Title: Managing Director

By:

JMP Securities, LLC

By:

/s/ Stephen Ortiz

Name: Stephen Ortiz

Title: Managing Director

Signature Page to Acceleration Request

CORRESP
1
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Proteon Therapeutics, Inc.
 200 West Street

(781) 890-0102

October 17, 2014

Via EDGAR and Facsimile

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn:  John Krug and Christina De Rosa

RE:                                                                          Proteon Therapeutics, Inc.

Registration Statement on Form S-1

SEC File No. 333-198777

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Proteon Therapeutics, Inc., a Delaware corporation (the “Company”), hereby requests that the effectiveness of the Company’s above-referenced Registration Statement on Form S-1, as amended (the “Registration Statement”), be accelerated to 4:00 p.m. Eastern Time, on October 21, 2014 or as soon as practicable thereafter, unless you are orally or in writing notified to the contrary by the Company prior to such date and time. In the event you are orally notified, you will be contacted either by William S. Perkins or Julio E. Vega of Bingham McCutchen LLP, or myself.

The Company hereby acknowledges that:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions regarding this request, please do not hesitate to contact William S. Perkins at (617) 951-8574 of Bingham McCutchen LLP, counsel to the Company.

Please contact William S. Perkins as soon as the Registration Statement has been declared effective.

Sincerely,

PROTEON THERAPEUTICS, INC.

/s/   George A. Eldridge

Name:

George   A. Eldridge

Title:

Senior   Vice President, Chief Financial Officer, Treasurer and Secretary

cc:                                Timothy Noyes, Proteon Therapeutics, Inc.

Julio E. Vega, Bingham McCutchen LLP

William S. Perkins, Bingham McCutchen LLP

Patrick O’Brien, Ropes & Gray LLP

CORRESP
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CONFIDENTIAL   TREATMENT REQUESTED UNDER 17 C.F.R. §200.83 BY PROTEON   THERAPEUTICS, INC.

SECTIONS MARKED WITH AN *** OMIT CONFIDENTIAL   INFORMATION DELIVERED TO THE SEC’s DIVISION OF CORPORATION FINANCE IN AN   UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83.

Via EDGAR

September 26,   2014

U.S. Securities and   Exchange Commission

Division of   Corporation Finance

100 F Street N.E.

Washington, D.C.   20549

Attention:  Jeffrey P. Riedler

Re:                             Proteon   Therapeutics, Inc.

Amendment No. 1 to

Draft Registration Statement on Form S-1

Submitted June 25, 2014

(CIK No. 0001359931)

Ladies and Gentlemen:

On behalf of Proteon   Therapeutics, Inc. (the “Company”),   we submit this letter and the following information in response to comment 11   from the staff (the “Staff”)   of the Securities and Exchange Commission (the “Commission”)   received by letter dated July 22, 2014, relating to the Company’s Draft   Registration Statement on Form S-1 (CIK No. 0001359931) submitted confidentially to the Commission   on June 25, 2014 (the “Draft Registration   Statement”).  We are   providing to the Staff by overnight delivery, a courtesy copy of this letter.

For the convenience   of the Staff, the paragraph below corresponds to the numbered comment in the   Staff’s letter. The Staff’s comment is presented in italics and is followed   with the Company’s response.

1

CONFIDENTIAL   TREATMENT REQUESTED UNDER 17 C.F.R. §200.83 BY PROTEON   THERAPEUTICS, INC.

SECTIONS MARKED WITH AN *** OMIT CONFIDENTIAL   INFORMATION DELIVERED TO THE SEC’s DIVISION OF CORPORATION FINANCE IN AN   UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83.

General

Management’s Discussion and Analysis of Financial Condition and   Results of Operations Critical Accounting Policies and Significant Judgments   and Estimates Stock-Based Compensation, page 71

11.                               Please   note the following once your IPO price has been determined:

·                                          Please   provide us a quantitative and qualitative analysis explaining the difference   between the estimated offering price and the latest common stock valuation.

·                                          Please   confirm that no additional equity issuances were made subsequent to the   latest balance sheet date or provide additional disclosure in that regard.

·                                          We   may have additional comments on your accounting for stock compensation once   you have disclosed an estimated offering price.

Response:

In response to the Staff’s comment, the Company will address the above   bullets in turn.

On August 28, 2014, the Company submitted to the Staff a   supplemental letter indicating the Company’s estimated offering price   range.  In that letter, the Company   estimated, based in part on advice and input recently received from its   underwriters, that the public offering price per share of the offering will   be between $*** and $*** (before giving effect to a 1-for-*** reverse stock split of all   outstanding shares of the Company’s common stock that the Company plans to implement   prior to effectiveness of the Registration Statement).  The Company advises the Staff that it   presently estimates that the public offering price per share for the offering   pursuant to the   Registration Statement on Form S-1 now publicly filed with the   Commission on September 16, 2014 (File No. 333-198777) (the “Registration Statement”), will be   between $*** and $*** (the “Preliminary Price Range”) (before giving   effect to a 1-for***   reverse stock split of all outstanding shares of the Company’s common stock   that the Company plans to implement prior to effectiveness of the   Registration Statement and $*** and $*** after giving effect to the 1-for-***   reverse split), considering information currently available and current   market conditions.  Given the volatility   of the

2

CONFIDENTIAL   TREATMENT REQUESTED UNDER 17 C.F.R. §200.83 BY PROTEON   THERAPEUTICS, INC.

SECTIONS MARKED WITH AN *** OMIT CONFIDENTIAL   INFORMATION DELIVERED TO THE SEC’s DIVISION OF CORPORATION FINANCE IN AN   UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83.

public trading markets   and the uncertainty of the timing of the offering, the actual price range to   be included in a subsequent pre-effective amendment to the Registration   Statement has not yet been determined.    The Company advises the Staff, however, that the final range to be   included in a pre-effective amendment to the Registration Statement will   comply with the Staff’s interpretation regarding the parameters of a bona fide   price range.

The Company notes that,   as is typical in IPOs, the estimated price range for this offering was not   derived using a formal determination of fair value, but was determined by   negotiation between the Company and the underwriters. Among the factors that   were considered in setting this range were the following:

·                  an analysis of the typical valuation ranges   seen in recent IPOs for companies in the biotechnology industry;

·                  the general condition of the securities   markets and the recent market prices of, and the demand for, publicly traded   common stock of generally comparable companies;

·                  an assumption that there would be a receptive   public trading market for a pre-commercial biotechnology company such as the   Company; and

·                  an assumption that there would be sufficient   demand for the Company’s common stock to support an offering of the size   contemplated by prospectus included in the Registration Statement.

The Company’s latest   common stock valuation was as of April 1, 2014.  In conducting this   valuation, management, the board of directors and the Company’s independent,   third-party valuation specialist (the “Specialist”)   considered all objective and subjective factors believed to be relevant.  The valuation included the best estimate of   business conditions, prospects and operating performance at the valuation   date.  Other significant factors   considered included:

·                  The Company’s   stage of development and business strategy and the material risks related to   the business and industry;

·                  The status of the   Company’s research and development efforts;

·                  The composition   of, and changes to, the management team and board of directors;

·                  The prices of the   preferred stock sold to outside investors in arm’s length transactions, and   the rights, preferences and privileges associated with the

3

CONFIDENTIAL   TREATMENT REQUESTED UNDER 17 C.F.R. §200.83 BY PROTEON   THERAPEUTICS, INC.

SECTIONS MARKED WITH AN *** OMIT CONFIDENTIAL   INFORMATION DELIVERED TO THE SEC’s DIVISION OF CORPORATION FINANCE IN AN   UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83.

preferred stock as compared to the common stock, including the   liquidation preferences of the preferred stock;

·                  The lack of   liquidity of the common stock;

·                  The recent pricing   and valuation of publicly traded companies in the life sciences and   biotechnology sectors;

·                  The likelihood of   achieving a liquidity event for the holders of common stock and stock   options, such as an IPO, or a sale of the Company, given prevailing market   conditions;

·                  The state of the   IPO market for similarly situated privately held biotechnology companies; and

·                  Any external   market conditions affecting the life sciences and biotechnology industry   sectors.

Additionally, in   determining the fair value of common stock at this valuation date, the   Company employed a hybrid of the Probability-Weighted Expected Return Method (“PWERM”) and the Option-Pricing Method (“OPM”).  The PWERM is a scenario-based   analysis that estimates the value per share based on the probability-weighted   present value of expected future investment returns, considering each of the   possible outcomes available, as well as the economic and control rights of   each share class.  Under the OPM,   shares are valued by creating a series of call options with exercise prices   based on the liquidation preferences and conversion terms of each equity   class.  The values of the preferred and   common stock are inferred by analyzing these options.  The Company’s Specialist assisted   management and the board of directors in determining the fair value, taking   into account the expected pricing of the Series D financing.  In the hybrid method, two scenarios were   considered:  an IPO, using the PWERM   and a second scenario where the form and pricing of a liquidity event is   uncertain.  For this second scenario,   the OPM is used to allocate equity value. The hybrid back solve method was   used at the valuation date the term sheet for the Company’s Series D   financing was finalized and the financing, expected to close April 30,   2014 (which ultimately closed in May 2014 at a per share purchase price   of $0.588656, or $*** per share after giving effect to the 1-for-*** reverse   split), was considered a better indicator of value (i.e., third party   evidence of value given that the Series D financing involved a   significant outside investor) than a value based solely on estimates of   potential future liquidity events.  The   PWERM using an IPO exit was used because at the valuation date the Company’s   management and the board of directors assessed that an IPO in   September 2014 was possible.

4

CONFIDENTIAL   TREATMENT REQUESTED UNDER 17 C.F.R. §200.83 BY PROTEON   THERAPEUTICS, INC.

SECTIONS MARKED WITH AN *** OMIT CONFIDENTIAL   INFORMATION DELIVERED TO THE SEC’s DIVISION OF CORPORATION FINANCE IN AN   UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83.

Based on these factors and methodologies, management and the board of   directors determined that the common stock had a fair value of $0.31 per   share at April 1, 2014 ($*** per share after giving effect to the 1-for-*** reverse   split).  The Company notes that on   June 24, 2014, the Company granted 8,375,000 options to purchase common   stock with an exercise price of $0.31.    The $0.31 exercise price reflects the valuation of common stock as of   April 1, 2014, as the Company’s management and the board of directors   determined there was no substantive change in the business between the two   dates and considering that the April 1, 2014 valuation was based upon   the May 13, 2014 Series D financing and that there had been no   other changes in the significant assumptions used within the April 1,   2014 valuation.

The Company believes that   the difference between the fair value of its common stock as of April 1,   2014 and the midpoint of the Preliminary Price Range is the result of the   following factors:

·                  The Preliminary Price Range is based on a   single outcome that by definition is not probability weighted—a successful   IPO in the near term. By contrast, the estimated fair value of the common   stock as of April 1, 2014, was determined, in part, based on the PWERM   methodology, a probability-weighted approach that incorporates the potential   for alternative liquidity events and other outcomes.

·                  As of   April 1, 2014, the Company’s management and the board of directors   assessed the probability (40%) of an IPO in September 2014.  On June 25, 2014, the date of the   filing of the Draft Registration Statement, management’s probability estimate   remained the same.  The filing was   driven in large part by the JOBS Act’s reduced reporting requirements for   emerging growth companies and allowance for confidential S-1 submission   thereby reducing the cost and risk of a failed IPO effort, and not a   perceived increase in probability at that time.  Additionally at the time of filing the   Draft Registration Statement, there was a perceived relative weakness of the   biotechnology IPO market in the months prior to the filing date.  (This perception was supported by the fact   that in the first quarter of 2014, approximately 73% of biotech IPOs priced   in or above their range, but by the second quarter only 38% did.  Furthermore, there were 26 biotech IPOs in   the first quarter of 2014, but there were only 13 in the second, 40% of which   occurred in the last two weeks of June; all suggesting a more challenging   market during a good part of the second

5

CONFIDENTIAL   TREATMENT REQUESTED UNDER 17 C.F.R. §200.83 BY PROTEON THERAPEUTICS, INC.

SECTIONS MARKED WITH AN *** OMIT CONFIDENTIAL   INFORMATION DELIVERED TO THE SEC’s DIVISION OF CORPORATION FINANCE IN AN   UNREDACTED COPY OF THIS LETTER PURSUANT TO 17 C.F.R. § 200.83.

quarter.)  The Preliminary Price Range reflects an   increase in the IPO probability based upon changes in market interest for   biotech IPOs like the Company.

·                  The Preliminary Price Range assumes the   conversion of all shares of preferred stock into common stock and resultant   elimination of all preferred stock preferences over the common stock, as well   as other superior rights, prior to an IPO.

·                  The Preliminary Price Range represents a   price for shares of common stock that are immediately salable in a public   market.  The estimated fair value of   the common stock on April 1, 2014 and June 25, 2014 represented a   contemporaneous estimate of the fair value of illiquid shares that would   remain restricted from public sale for a substantial period of time after the   completion of an IPO and the associated discount for lack of marketability.

·                  In the third quarter of 2014, the Company   initiated the first of two Phase 3 clinical trials of its product candidate   PRT-201 and is seeing a more encouraging pace of enrollment than anticipated.

While the Company believes the Preliminary Price Range is reasonable,   the actual price of the offering, if successful, will be determined by a   constantly changing market and actual investor demand.

In response to the Staff’s comment, the Company respectfully advises   the Staff that there have been no additional equity issues made since the   latest balance sheet date, June 30, 2014, as filed with the Registration   Statement.

In connection with our responses set forth in this letter, the Company   acknowledges that:

·                the Company is responsible for the adequacy   and accuracy of the disclosure in the filing;

·                Staff comments or changes to disclosure in   response to Staff comments do not foreclose the Commission from taking any   action with respect to the filing; and

6

CONFIDENTIAL TREATMENT REQUESTED UNDER 17   C.F.R. §200.83 BY PROTEON THERAPEUTICS, INC.

SECTIONS   MARKED WITH AN *** OMIT CONFIDENTIAL INFORMATION DELIVERED TO THE SEC’s   DIVISION OF CORPORATION FINANCE IN AN UNREDACTED COPY OF THIS LETTER PURSUANT   TO 17 C.F.R. § 200.83.

·                the Company may not assert Staff comments as a defense in any proceeding   initiated by the Commission or any person under the federal securities laws   of the United States.

Proteon Therapeutics, Inc. respectfully requests that the   information contained in this response be treated as confidential information   and that the Commission provide timely notice to George Eldridge, Chief   Financial Officer, Proteon Therapeutics, Inc., 200 West Street, Waltham,   MA 02451, (617) 890-0102, before it permits any disclosure of the omitted   information in this letter.

Please contact me at (617) 951-8574 or George Eldridge, Chief   Financial Officer at the Company, at (617) 890-0102 x1026 with any questions   or further comments regarding our response to the Staff’s comments.

Sincerely,

/s/ William S. Per

September 4, 2014

Via E -mail
George Eldridge
Chief Financial Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451

Re: Proteon Therapeutics, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S -1
Submitted August 26, 2014
  CIK No. 0001359931

Dear Mr. Eldridge:

We have reviewed your amended draft registration statement an d have the following
comment.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If  you do not believe our comment applies  to your facts and circumstances or do not
believe an amendment is approp riate, please tell us why in your response.

After reviewing the information you provide in response to this comment  and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Note 9. Redeemable Con vertible Preferred Stock, page F -21

1. We acknowledge your response to our prior comment 4.  In your third paragraph under
this note, please revise your disclosure to indicate that the holders of the tranche rights
have the ability to exercise the second and  third tranche rights and purchase the
underlying shares of Series D preferred stock at any time, excluding certain black -out
dates, as noted in your response.  In addition, your disclosure states that it is the
“Company’s right to cause the second and thi rd tranches closing to occur…” However,
your response appears to indicate that the tranche rights and purchase of the underlying
shares of Series D preferred stock is outside of your control.  Please revise to address this
discrepancy.

George Eldridge
Proteon Therapeutics, Inc.
September 4, 2014
Page 2

 General

If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www .sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

You may contact Sasha Parikh at (202) 551 -3627 or James Rosenberg at (202) 551 -3679
if you have questions regarding comments on the financial statements and related matters.
Please  contact Christina De Rosa at (202) 551 -3577, John Krug at (202) 551 -3862 or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
William S. Perkins, Esq.
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110

August 19, 2014

Via E -mail
George Eldridge
Chief Financial Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451

Re: Proteon Therapeutics, Inc.
Amendment No. 1 to
Draft  Registration Statement on Form S -1
Submitted August 6, 2014
  CIK No. 0001359931

Dear Mr. Eldridge:

We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do  not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registra tion statement or filed registration statement, we may have additional
comments.

Prospectus Summary, page 1

1. We note your response to our prior Comment 5 and associated revisions to your
registration statement.  We also note your response to our prior C omment 14, which
states that “the FDA will not consider the Phase 2 results, including any non -prespecified
analysis, when reviewing a BLA.”  In light of this response, in addition to our original
concerns, the appearance of the graphs in the Prospectus Su mmary is inappropriate.
Please remove all graphs displaying the results of your clinical trials from the Prospectus
Summary.  Additionally, please disclose, where you discuss Phase 2 clinical trial results
throughout the prospectus, that the FDA will not consider these results, including any
non-prespecified analysis, when reviewing a BLA.

George Eldridge
Proteon Therapeutics, Inc.
August 19, 2014
Page 2

 Risk Factors, page 13
“PRT -201 may cause undesirable side effects…,” page 22

2. Please define the term “protease” at its first use to enable a lay investor to understand
such term.

Use of Proceeds, page 57

3. We note your response to our prior Comment 9.  We understand that you can only
provide your best estimate of how far you expect the offering proceeds will enable you to
advance each of your clinical programs.  Please expand your disclosure in this section to
provide the information you provided in response to this comment.  You may, as
necessary, provide additional disclosure that advises investors of the particular factors
and assumptions that form the basis of your e stimate, any uncertainty surrounding these
estimates and the reasons that the actual developmental timelines could vary.

Notes to Financial Statements
Note 9. Redeemable Convertible Preferred Stock , page F -21

4. Regarding your accounting for the individual purchase rights, you indicate that you will
adjust the carrying value of such investor rights to its estimated fair value at each
reporting date up to the closing of the tranche financing, which will occur at th e closing
of this offering.  Please address the following:

 Please provide us an analysis with reference to authoritative literature supporting
your accounting for the individual purchase rights as a liability recorded at fair
value at each balance sheet date.
 Please revise to disclose why you  will cease accountin g for the purchase rights as
a liability recorded at fair value upon the closing of the tranche financing to
support your eliminati on of this liability in your pro forma presentations
throughout the filing.
 Revise to disclose the number of Series D prefer red stock and, after the closing
of the IPO, c ommon s tock subject to the individual purchase rights provided in
the Series D financing.

General

If you intend to respond to these comments with an amended draft registration statement,
please submit it an d any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.

You may contact Sasha Pari kh at (202) 551 -3627 or James Rosenberg at (202) 551 -3679
if you have questions regarding comments on the financial statements and related matters.

George Eldridge
Proteon Therapeutics, Inc.
August 19, 2014
Page 3

  Please contact Christina De Rosa at (202) 551 -3577, John Krug at (202) 551 -3862 or me
at (202) 551 -3715 wit h any other questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Julio E. Vega , Esq.
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110

July 22, 2014

Via E -mail
George Eldridge
Chief Financial  Officer
Proteon Therapeutics, Inc.
200 West Street
Waltham, MA 02451

Re: Proteon Therapeutics, Inc.
Draft Registration Statement on Form S -1
Submitted June 25, 2014
  CIK No. 0001359931

Dear Mr. Eldridge :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information  so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believ e our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statem ent or filed registration statement,  we may have  additional
comments.

General

1. Please submit all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

2. Please provide us proofs of any additional  graphic, visual or photographic information
you will provide in the printed prospectus prior to its use, for example in a preliminary
prospectus.   Please note that we may have comments regarding this material.

3. Please supplementally provide us with copies  of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or

George Eldridge
Proteon Therapeutics, Inc.
July 22, 2014
Page 2

 distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Start ups Act by any broker or dealer that is
participating or will participate in your offering.

4. We will deliver any comments to your confidential treatment request via separate letter.
Please be advised that we will have to grant the confidential treatment request before we
can act upon any request for effectiveness of the registration statement you will file.

Prospectus Summary, page 1

5. Please eliminate unnecessary technical language from the Prospectus Summary.   You
may retain such language in the Busines s section.   For example, please remove your
discussion of p -values as well as the graphs displaying the results of your clinical trials
from the Prospectus Summary, as this information is too detailed and out of context.
However, please retain your statem ent on page 2 that neither dose of PRT -201 in your
Phase 2 clinical trial met its primary endpoint with statistical significance.   Additionally,
please add a bulleted risk on page 7 under “Risks Associated with Our Business” stating
that neither dose of PR T-201 in your Phase 2 clinical trial met its primary endpoint with
statistical significance.

Risk Factors, page 13

“PRT -201 or any additional product candidates…,” page 27

6. Please define the term “anastomosis” for a lay investor to understand.

“We will need to significantly increase…,” page 43

7. Please provide an estimate of the amount of time you believe it will take for you to
“recruit a specialty hospital sales force in anticipation of PRT -201's approval .”

“If product liability lawsuits…,” page 44

8. Please disclose the amount of product liability coverage you have obtained.

Use of Proceeds, page 57

9. For each intended use of proceeds listed, please estimate how far you expect the offering
proceeds will enable you to advance each of your clinical program s.

George Eldridge
Proteon Therapeutics, Inc.
July 22, 2014
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock -Based Compensation, page 71

10. Please revise your disclosure to highlight that your estimates of the fair value of your
ordinary shares are highly complex and subjective.

11. Please note the following once your IPO price has been determined:
 Please provide us a quantita tive and qualitative analysis  explaining the difference
between the estimated offering price and the latest common stock valuation .
 Please c onfirm that no additional equity issuances were made subsequent to the latest
balance sheet date or provide additional disclo sure in that regard.
 We may have additional comments on your accounting for stock compensation once
you have disclosed an estimated offering price.

Business, page 81

Overview, page 81

12. Please  disclose whether you currently have any active INDs.  If so , please specify the
filing date(s), the names under which the INDs were submitted if not your own name, the
product candidates, and indication(s) for which you have any active INDs.

13. Please discuss here and in the Prospectus Summary how, precisely, PRT -201 is
administered.

14. Please discuss whether and how the FDA will consider the non -prespecified analysis you
refer to when reviewing a BLA.

15. In your discussion of your end of Phase 2 meeting with the FDA, please disclose whether
the FDA gave any assurances t hat it will not require you to conduct additional studies
beyond the planned Phase 3 trials to support a BLA for PRT -201.

Our Strengths, page 82

16. Please define the term “antiproteases” for a lay investor to understand.

17. We note your statement that the FDA  has granted PRT -201 Fast Track Designation.
Here and in your Prospectus Summary, please briefly explain the significance of this
status and the criteria for Fast Track eligibility.

Our Phase 3 Program, page 97

18. Please define the phrase “95% power.”

George Eldridge
Proteon Therapeutics, Inc.
July 22, 2014
Page 4

 Preclinical Development, page 98

19. Please spell out the term “PAD” at its first use.

Intellectual Property
Assignment of Rights and License Agreement, page 101

20. Please disclose the royalty term and termination provisions of the license agreement with
Johns  Hopkins.

Executive and Director Compensation
Employment Agreements
Daniel P. Gottlieb, page 123

21. Please file the employment agreement with Daniel P. Gottlieb as an exhibit to the
registration statement.

Description of Capital Stock, page 137

22. Please dis close the number of shareholders of record of your common stock as of the
latest practicable date.

Notes to Financial Statements

Note 7. Option to Acquire the Company, F -20

23. Please describe for us the underlying technology to which the residual right refers, and
tell us the quantitative and qualitative effects on the company if the “major
pharmaceutical entity” exercises the residual right.

Note 10. Common Stock
Reserve for future issuance, page F -24

24. In the filing, you indicate that warrants to purchase 10,471,282 shares of your common
stock were issued in August 2011 with your Series C preferred stock financing. Please
tell us how you have accounted for the warrants and you r basis of accounting citing
authoritative accounting guidance.

General

If you intend to respond to these comments with an amended draft registration statement ,
please submit it and any associated correspondence in accordance with the guidance we provi de
in the Division’s October 11, 2012 announcement on the SEC website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

George Eldridge
Proteon Therapeutics, Inc.
July 22, 2014
Page 5

 Please keep in mind that we may publicly post filing review correspondence in
accordance with our D ecember 1, 2011 policy
(http://www.sec.gov/divisions/corpfin/cfannouncements/edgarcorrespondence.htm ).  If you
intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the
correspondence you submit on EDGAR, please properly  mark that information in each of your
confidential submissions to us so we do not repeat or refer to that information in our comment
letters to you.

You may contact Sasha Parikh  at (202) 551 -3627  or James Rosenberg  at (202) 551 -3679
if you have questions regarding comments on the financial statements and related matters.
Please contact Christina De Rosa  at (202) 551 -3577, John Krug at (202) 551 -3862  or me at (202)
551-3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Ried ler
Assistant Director
cc: Via E -mail
William S. Perkins, Esq.
Bingham McCutchen LLP
One Federal Street
Boston, MA 02110