X0206 3 2018-09-13 0 0001510487 Principia Biopharma Inc. PRNB 0001441439 New Leaf Ventures II, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001441858 New Leaf Venture Associates II, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001441857 New Leaf Venture Management II, L.L.C. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001735293 New Leaf Biopharma Opportunities II, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001740783 New Leaf BPO Associates II, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 0001740755 New Leaf BPO Management II, L.L.C C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 1 0 Series A Convertible Preferred Stock 0.00 Common Stock 1070771 I See footnote Series B-1 Convertible Preferred Stock 0.00 Common Stock 312741 I See footnote Series B-2 Convertible Preferred Stock 0.00 Common Stock 260617 I See footnote Series B-3 Convertible Preferred Stock 0.00 Common Stock 544047 I See footnote Series C Convertible Preferred Stock 0.00 Common Stock 167537 I See footnote Warrant to Purchase Series B-3 Convertible Preferred Stock 8.9931 2022-12-29 Series B-3 Convertible Preferred Stock 28623 I See footnote All series of convertible preferred stock will automatically convert into the number of shares of the Issuer's common stock on a 1-for-1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering and have no expiration date. 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, Vijay K. Lathi, and Liam T. Ratcliffe the managers of Management-II (each, a "NLV-II Manager" and collectively, the "NLV-II Managers") and Daniel J. Becker ("Becker"), a member of the Issuer's board of directors and principal of 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. Each of the NLV-II Managers and Becker 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. 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, Liam T. Ratcliffe and Isaac J. Manke (each, a "BPO-II Manager" and collectively, the "BPO-II Managers") and Becker 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. Each of the BPO-II Managers and Becker 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. This warrant is exercisable at any time. 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 2018-09-13 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 2018-09-13 New Leaf Venture Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer 2018-09-13 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 2018-09-13 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 2018-09-13 New Leaf BPO Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer 2018-09-13