SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
AUSTIN JOSIAH T

(Last) (First) (Middle)
4673 CHRISTOPHER PLACE

(Street)
DALLAS TX 75204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Protea Biosciences Group, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Convertible Note $0.5 09/20/2013 P $300,000(1) 09/20/2013 (1) Common Stock 600,000 $300,000 6,100,552(2) I As Managing Member of El Coronado Holdings, LLC
Warrant $1.1 09/20/2013 P 225,000 09/20/2013 (3) Common Stock 225,000 (3) 6,100,552(2) I As Managing Member of El Coronado Holdings, LLC
Convertible Note $0.5 09/20/2013 P $300,000(1) 09/20/2013 (1) Common Stock 600,000 $300,000 6,100,552(2) D(4)
Warrant $1.1 09/20/2013 P 225,000 09/20/2013 (3) Common Stock 225,000 (3) 6,100,552(2) D(4)
1. Name and Address of Reporting Person*
AUSTIN JOSIAH T

(Last) (First) (Middle)
4673 CHRISTOPHER PLACE

(Street)
DALLAS TX 75204

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
El Coronado Holdings, LLC

(Last) (First) (Middle)
4673 CHRISTOPHER PLACE

(Street)
DALLAS TX 75204

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On September 20, 2013 (the "September Issue Date"), the Company issued a Convertible Promissory Note (the "September Note") to the Holder, in the aggregate principal amount of $300,000 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.
2. Represents warrants to purchase up to 3,870,552 shares of Common Stock and 2,230,000 shares of Common Stock underlying an aggregate of $1,115,000 in promissory notes issued in the name of El Corondado Holdings, LLC.
3. 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.
4. Represents the securities of the Company owned of record by El Coronado Holdings, LLC.
/s/ Josiah T. Austin, as Managing Member of El Coronado Holdings, LLC 10/01/2013
/s/ Josiah T. Austin 10/01/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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