0000947871-18-000778.txt : 20180927 0000947871-18-000778.hdr.sgml : 20180927 20180927113528 ACCESSION NUMBER: 0000947871-18-000778 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180927 DATE AS OF CHANGE: 20180927 GROUP MEMBERS: ORBIMED CAPITAL GP IV LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Principia Biopharma Inc. CENTRAL INDEX KEY: 0001510487 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263487603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90643 FILM NUMBER: 181089985 BUSINESS ADDRESS: STREET 1: 400 EAST JAMIE COURT, SUITE 302 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 416-7700 MAIL ADDRESS: STREET 1: 400 EAST JAMIE COURT, SUITE 302 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 ss108513_sc13g.htm RULE 13D-1(C)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934





 
PRINCIPIA BIOPHARMA INC.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
 
74257L108
(CUSIP Number)
 
 
September 18, 2018
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
CUSIP No.  74257L108
 SCHEDULE 13G
Page 2 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
OrbiMed Capital GP IV LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,634,336 (1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,634,336 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,634,336 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.12% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
(1)          Includes (i) 2,605,713 outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Principia Biopharma Inc., a Delaware corporation (the “Issuer”), and (ii) 28,623 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
 
(2)          This percentage is calculated based upon 23,694,233 Shares outstanding of the Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on September 17, 2018, giving effect to the additional 937,500 Shares issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option, and includes an additional 28,623 Shares subject to currently exercisable Warrants held by the Reporting Persons.
 
 

 
 
CUSIP No. 74257L108
SCHEDULE 13G
Page 3 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
OrbiMed Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,634,336 (1)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,634,336 (1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,634,336 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
11.12% (2)
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
(1) Includes (i) 2,605,713 outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Principia Biopharma Inc., a Delaware corporation (the “Issuer”), and (ii) 28,623 Shares issuable upon the exercise of warrants to purchase Shares (the “Warrants”).
 
(2) This percentage is calculated based upon 23,694,233 Shares outstanding of the Issuer, as set forth in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on September 17, 2018, giving effect to the additional 937,500 Shares issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option, and includes an additional 28,623 Shares subject to currently exercisable Warrants held by the Reporting Persons.





CUSIP No.  74257L108
 SCHEDULE 13G
Page 4 of 7 Pages
 
Item 1.          (a) Name of Issuer:
Principia Biopharma Inc.
 
(b) Address of Issuer’s Principal Executive Offices:
400 East Jamie Court, Suite 302
South San Francisco, CA 94080
 

Item 2.          (a) Name of Person Filing:
 
This Schedule 13G is being filed by each of the following persons (each a “Reporting Person”, and together, the “Reporting Persons”):
 
(i)
OrbiMed Capital GP IV LLC (“GP IV”)
 
(ii)
OrbiMed Advisors LLC (“Advisors”)
 
 
See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.
 
(b) Address of Principal Business Office:
601 Lexington Avenue, 54th Floor
 
New York, NY 10022
 
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each filing person.
 
(d) Title of Class of Securities:
Common Stock
 
(e) CUSIP No.:
               74257L108
 
 Item 3.
 
Not Applicable
 


 CUSIP No. 74257L108
 SCHEDULE 13G
Page 5 of 7 Pages
 
 Item 4. Ownership:

GP IV is the sole general partner of OrbiMed Private Investments IV, LP (“OPI IV”), which holds 2,634,336 shares of common stock of the Issuer (“Shares”), which includes 28,623 Shares subject to currently exercisable warrants to purchase Shares held by the Reporting Persons.  Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the Managing Member of GP IV. As a result, Advisors and GP IV share the power to direct the vote and the disposition of the Shares held of record by OPI IV.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.  On the basis of these relationships, GP IV and Advisors may be deemed to share beneficial ownership of the Shares held by OPI IV.
 
(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

(c)   Number of shares as to which such person has:

(i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

(ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

(iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

(iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 
Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
 
See Item 4.
 
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
Not Applicable.
 
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 
 CUSIP No. 74257L108
 SCHEDULE 13G
Page 6 of 7 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: September 27, 2018
 
 
OrbiMed Advisors LLC
 
       
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Capital GP IV LLC
 
 
 
 
 
 
By:
OrbiMed Advisors LLC
its Managing Member
       
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
         
 

EX-99.A 2 ss108513_ex99a.htm JOINT FILING AGREEMENT
 
CUSIP No. 74257L108
SCHEDULE 13G
Page 7 of 7 Pages
 
 
EXHIBIT A
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on this Schedule 13G dated September 27, 2018 (the “Schedule 13G”), with respect to the common stock of Principia Biopharma Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 27, 2018.
 
OrbiMed Advisors LLC
 
       
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
 
OrbiMed Capital GP IV LLC
 
 
 
 
 
 
By:
OrbiMed Advisors LLC
its Managing Member
       
 
By:
/s/ Jonathan T. Silverstein
 
 
 
Name:
Jonathan T. Silverstein
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
By:
/s/ Sven H. Borho
 
 
 
Name:
Sven H. Borho
 
 
 
Title:
Member of OrbiMed Advisors LLC
 
 
 
 
 
 
By:
/s/ Carl L. Gordon
 
 
 
Name:
Carl L. Gordon
 
 
 
Title:
Member of OrbiMed Advisors LLC