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Filing Details

Accession Number:: 0001144204-13-051107
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-09-16 21:17:58
Reporting Period:: 2013-07-29

Filing Date:: 2013-09-16
Accepted Time:: 2013-09-16 21:17:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1335103	Protea Biosciences Group Inc.	NONE	Pharmaceutical Preparations (2834)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
932267	T Josiah Austin	4673 Christopher Place Dallas TX 75204		Yes	No	Yes	No
1319763	El Coronado Holdings, Llc	4673 Christopher Place Dallas TX 75204		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-06-30	262,403	$0.50	4,048,447	No	4	P	Indirect	As Managing Member of El Coronado Holdings, LLC
Common Stock	Acquisiton	2013-06-30	262,403	$0.50	4,048,447	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	As Managing Member of El Coronado Holdings, LLC
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2013-06-30	196,802	$0.00	196,802	$1.10
Common Stock	Warrant	Acquisiton	2013-06-30	196,802	$0.00	196,802	$1.10
Common Stock	Convertible Note	Acquisiton	2013-07-29	0	$500,000.00	1,000,000	$0.50
Common Stock	Warrant	Acquisiton	2013-07-29	375,000	$0.00	375,000	$1.10
Common Stock	Convertible Note	Acquisiton	2013-07-29	0	$500,000.00	1,000,000	$0.50
Common Stock	Warrant	Acquisiton	2013-07-29	375,000	$0.00	375,000	$1.10
Common Stock	Convertible Note	Acquisiton	2013-09-11	0	$315,000.00	630,000	$0.50
Common Stock	Warrant	Acquisiton	2013-09-11	236,250	$0.00	236,250	$1.10
Common Stock	Convertible Note	Acquisiton	2013-09-11	0	$315,000.00	630,000	$0.50
Common Stock	Warrant	Acquisiton	2013-09-11	236,250	$0.00	236,250	$1.10

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,034,302	2013-06-30	No	4	P	Indirect
3,034,302	2013-06-30	No	4	P	Direct
4,409,302	2013-07-29	No	4	P	Indirect
4,409,302	2013-07-29	No	4	P	Indirect
4,409,302	2013-07-29	No	4	P	Direct
4,409,302	2013-07-29	No	4	P	Direct
5,275,552	2013-09-11	No	4	P	Indirect
5,275,552	2013-09-11	No	4	P	Indirect
5,275,552	2013-09-11	No	4	P	Direct
5,275,552	2013-09-11	No	4	P	Direct

Footnotes

As of June 30, 2013, Protea Biosciences Group, Inc. (the "Company") entered into a conversion agreement (the "Conversion Agreement") with El Coronado Holdings, LLC (the "Holder") as a related party holder (the "Existing Noteholder") of an existing convertible promissory note with an aggregate principal amount of $125,000 (the "Existing Note") pursuant to which the Company agreed to issue a 5 year warrant (the "Conversion Warrant") to purchase up to 75% of the number of shares of common stock into which the Existing Note is convertible, at an exercise price of $1.10 per share, provided that the conversion of the Existing Note was exercised on or prior to June 30, 2013. In accordance with the terms and conditions of the Conversion Agreement, on June 30, 2013 the Existing Noteholder notified the Company of its desire to convert the Existing Note plus accrued interest into an aggregate of 262,403 shares of Common Stock.
Represents the securities of the Company owned of record by El Coronado Holdings, LLC.
Represents warrants to purchase up to 3,034,302 shares of Common Stock issued in the name of El Corondado Holdings, LLC.
On July 29, 2013 (the "July Issue Date"), the Company issued a Convertible Promissory Note (the "July Note") to El Coronado Holdings, LLC (the "Holder"), in the aggregate principal amount of $500,000 to accrue simple interest at the rate of ten percent (10%) per annum. The July Note is convertible into shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company at a conversion rate of $.50 per share at any time following the July Issue Date prior to payment in full of the principal balance and all accrued interest. The July Note matures one year from the July Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
Represents warrants to purchase up to 3,409,302 shares of Common Stock and 1,000,000 shares of Common Stock underlying a $500,000 promissory note issued in the name of El Corondado Holdings, LLC.
In addition to the July Note, the Holder also received a warrant (the "July Warrant") to purchase 37.5% of the number of shares of Common Stock underlying the July Note, exercisable at an exercise price of $1.10 per share. The Warrant is exercisable anytime after the Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the September Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the July Issue Date. Josiah Austin is the managing member of the Holder with voting and investment37500 control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
On September 11, 2013 (the "September Issue Date"), the Company issued a Convertible Promissory Note (the "September Note") to the Holder, in the aggregate principal amount of $315,000 to accrue simple interest at the rate of ten percent (10%) per annum. The September Note is convertible into shares of the Company's Common Stock at a conversion rate of $.50 per share at any time following the September Issue Date prior to payment in full of the principal balance and all accrued interest. The September Note matures one year from the September Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.
Represents warrants to purchase up to 3,645,552 shares of Common Stock and 1,630,000 shares of Common Stock underlying an aggregate of $815,000 in promissory notes issued in the name of El Corondado Holdings, LLC.
In addition to the September Note, the Holder also received a warrant (the "September Warrant") to purchase 37.5% of the number of shares of Common Stock underlying the September Note, exercisable at an exercise price of $1.10 per share. The September Warrant is exercisable anytime after the September Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the September Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the September Issue Date. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deeemed to beneficially own the securities of the Company owned of record by the Holder.