Sec Form 4 Filing - Vitangcol Alvin @ ProNAi Therapeutics Inc - 2015-07-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Vitangcol Alvin 2. Issuer Name and Ticker or Trading Symbol ProNAi Therapeutics Inc [ DNAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CAPITAL MIDWEST FUND, 10556 N PORT WASHINGTON RD., STE. 201 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2015 (Street) MEQUON, WI53092 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/21/2015 C 471,242 A 471,242 I By Capital Midwest Fund II, L.P. ( 2 ) Common Stock 07/21/2015 C 287,631 A 758,873 I By Capital Midwest Fund II, L.P. ( 2 ) Common Stock 07/21/2015 J( 4 ) 39,889 A $ 5.215 798,762 I By Capital Midwest Fund II, L.P. ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series C Preferred Stock Warrant (right to buy) ( 5 ) 07/21/2015 X 126,558 ( 5 ) ( 5 ) Series C Preferred Stock 126,558 $ 5.215 ( 6 ) 0 I By Capital Midwest Fund II, L.P. ( 2 ) Series C Preferred Stock ( 1 ) 07/21/2015 X 126,558 ( 1 ) ( 1 ) Common Stock 126,558 ( 1 ) 510,066 I By Capital Midwest Fund II, L.P. ( 2 ) Series C Preferred Stock ( 1 ) 07/21/2015 F 38,824 ( 7 ) ( 1 ) ( 1 ) Common Stock 38,824 ( 1 ) 471,242 I By Capital Midwest Fund II, L.P. ( 2 ) Series C Preferred Stock ( 1 ) 07/21/2015 C 471,242 ( 1 ) ( 1 ) Common Stock 471,242 ( 1 ) 0 I By Capital Midwest Fund II, L.P. ( 2 ) Series D Preferred Stock ( 3 ) 07/21/2015 C 287,631 ( 3 ) ( 3 ) Common Stock 287,631 ( 3 ) 0 I By Capital Midwest Fund II, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vitangcol Alvin C/O CAPITAL MIDWEST FUND 10556 N PORT WASHINGTON RD., STE. 201 MEQUON, WI53092 X Signatures /s/ Sukhi Jagpal as attorney-in-fact for Alvin Vitangcol 07/21/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering ("IPO") pursuant to a registration statement on Form S-1 (File No. 333-204921) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date. ( 2 )The reporting person is a managing member of Capital Midwest Advisors II, LLC, which is the general partner of Capital Midwest Fund II, L.P. ("CMF II"), the record holder of the securities, and may be deemed to share voting and dispositive power over the securities held by CMF II. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 3 )Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on July 21, 2015 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment IPO pursuant to the Registration Statement, and had no expiration date. ( 4 )Represents shares of Common Stock issued in payment of cumulative accrued dividends. ( 5 )The warrant is exercisable at any time at the holder's election on a one-for one basis and automatically terminates on the completion of the issuer's initial public offering if not earlier exercised. ( 6 )The warrant has a net exercise provision under which the holder, in lieu of paying the exercise price in cash, can surrender the warrant and receive a net number of shares of preferred stock based on the fair market value of such stock at the time of exercise, after deducting the aggregate exercise price. ( 7 )Represents the number of shares that were withheld by the issuer in satisfaction of the exercise price of the warrant and does not represent a sale of securities by the reporting person.

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