SEC FORM 4

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^*

Babler Martin

(Last)

(First)

(Middle)

C/O PRINCIPIA BIOPHARMA INC.

400 EAST JAMIE COURT, SUITE 302

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Principia Biopharma Inc. [ PRNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2018		C		988	A	⁽¹⁾	6,492	I	See footnote⁽²⁾
Common Stock	09/18/2018		C		240	A	⁽¹⁾	6,732	I	See footnote⁽²⁾
Common Stock	09/18/2018		C		988	A	⁽¹⁾	6,492	I	See footnote⁽³⁾
Common Stock	09/18/2018		C		240	A	⁽¹⁾	6,732	I	See footnote⁽³⁾
Common Stock	09/18/2018		C		988	A	⁽¹⁾	6,492	I	See footnote⁽⁴⁾
Common Stock	09/18/2018		C		240	A	⁽¹⁾	6,732	I	See footnote⁽⁴⁾
Common Stock								79,179	I	See footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-3 Preferred Stock	⁽¹⁾	09/18/2018		C			988	⁽¹⁾	⁽¹⁾	Common Stock	988	⁽¹⁾	0	I	See footnote⁽²⁾
Series B-3 Preferred Stock	⁽¹⁾	09/18/2018		C			988	⁽¹⁾	⁽¹⁾	Common Stock	988	⁽¹⁾	0	I	See footnote⁽³⁾
Series B-3 Preferred Stock	⁽¹⁾	09/18/2018		C			988	⁽¹⁾	⁽¹⁾	Common Stock	988	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	09/18/2018		C			240	⁽¹⁾	⁽¹⁾	Common Stock	240	⁽¹⁾	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	09/18/2018		C			240	⁽¹⁾	⁽¹⁾	Common Stock	240	⁽¹⁾	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	09/18/2018		C			240	⁽¹⁾	⁽¹⁾	Common Stock	240	⁽¹⁾	0	I	See footnote⁽⁴⁾
Warrant (Right to Buy)	⁽⁶⁾							⁽⁷⁾	12/29/2022	Common Stock⁽¹⁾	85		85	I	See footnote⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾							⁽⁷⁾	12/29/2022	Common Stock⁽¹⁾	85		85	I	See footnote⁽³⁾
Warrant (Right to Buy)	⁽⁶⁾							⁽⁷⁾	12/29/2022	Common Stock⁽¹⁾	85		85	I	See footnote⁽⁴⁾

Explanation of Responses:

1. Each share of Preferred Stock automatically converted into one (1) share of Common Stock, for no additional consideration, upon the consummation of the Issuer's initial public offering.

2. Shares indirectly held by Martin Babler, as Custodian for Angelina Veronique Babler-Kuebler, under California Uniform Transfer to Minor Act, of which the Reporting Person is a custodian and may be deemed to share voting and dispositive power over these shares.

3. Shares indirectly held by Martin Babler, as Custodian for Justin Alexander Babler-Kuebler, under California Uniform Transfer to Minor Act, of which the Reporting Person is a custodian and may be deemed to share voting and dispositive power over these shares.

4. Shares indirectly held by Martin Babler, as Custodian for Natalie Flurina Babler-Kuebler, under California Uniform Transfer to Minor Act, of which the Reporting Person is a cusstodian and may be deemed to share voting and dispositive power over these shares.

5. Shares indirectly held by Babler Trust Agreement Dated October 25, 2006, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares.

6. This warrant has converted from a warrant to purchase Series B-3 Preferred Stock into a warrant to purchase Common Stock.

7. This warrant is exercisable at any time.

Remarks:

	Martin Babler, by /s/ Winston Macaraeg, Attorney-in-Fact	09/20/2018
	** 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).
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