| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Principia Biopharma Inc. [ PRNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 08/13/2019 | S | 250,009 | D | $35 | 1,938,167 | I | See footnote(1)(2) | ||
| Common Stock | 08/13/2019 | S | 49,991 | D | $35 | 387,546 | I | See footnote(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These shares are held directly by New Leaf Ventures II, L.P. ("NLV-II"). The general partner of NLV-II is New Leaf Venture Associates II, L.P. ("NLVA-II"). The general partner of NLVA-II is New Leaf Venture Management II, L.L.C. ("Management-II"). Each of NLVA-II and Management-II disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLVA-II or Management-II are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. Each of Ronald M. Hunt and Vijay K. Lathi, the managers of Management-II (each, a "NLV-II Manager" and collectively, the "NLV-II Managers"), New Leaf Venture Partners, L.L.C. (together with its affiliates, "New Leaf Ventures"), may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting and investment power with respect to these securities. |
| 2. Each of the NLV-II Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| 3. These shares are held directly by New Leaf Ventures Biopharma Opportunities II, L.P. ("BPO-II"). The general partner of BPO-II is New Leaf BPO Associates II, L.P. ("NLBA-II"). The general partner of NLBA-II is New Leaf BPO Management II, L.L.C. ("BPO Management-II"). Each of NLBA-II and BPO Management-II disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA-II or BPO Management-II are beneficial owners of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein. Each of Ronald M. Hunt, Vijay K. Lathi and Isaac J. Manke, the managers of BPO Management-II (each, a "BPO-II Manager" and collectively, the "BPO-II Managers"), each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting and investment power with respect to these securities. |
| 4. Each of the BPO-II Managers disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. |
| Remarks: |
| New Leaf Ventures II, L.P., By: New Leaf Venture Associates II, L.P., its general partner, By: New Leaf Venture Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer | 08/15/2019 | |
| New Leaf Venture Associates II, L.P., By: New Leaf Venture Management II, L.L.C., its general partner, by /s/ Craig Slutzkin, Chief Financial Officer | 08/15/2019 | |
| New Leaf Venture Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer | 08/15/2019 | |
| New Leaf Biopharma Opportunities II, L.P., By: New Leaf BPO Associates II, L.P., its general partner, By: New Leaf BPO Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer | 08/15/2019 | |
| New Leaf BPO Associates II, L.P., By: New Leaf BPO Management II, L.L.C., its general partner, By: /s/ Craig Slutzkin, Chief Financial Officer | 08/15/2019 | |
| New Leaf BPO Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer | 08/15/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||