Powell Michael Form 4 Principia Biopharma / Management VIII, L.L.C. Sofinnova ownership change

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^*

Sofinnova Venture Partners VIII, L.P.

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(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)

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

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)

	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
Common Stock	09/18/2018		C		625,482	A	(1)	625,482	D(2)
Common Stock	09/18/2018		C		521,235	A	(3)	1,146,717	D(2)
Common Stock	09/18/2018		C		453,954	A	(4)	1,600,671	D(2)
Common Stock	09/18/2018		C		167,537	A	(5)	1,768,208	D(2)
Common Stock	09/18/2018		P		270,000	A	$17	2,038,208	D(2)

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
Series B-1 Preferred Stock	(1)	09/18/2018		C			625,482	(1)	(1)	Common Stock	625,482	(1)	0	D(2)
Series B-2 Preferred Stock	(3)	09/18/2018		C			521,235	(3)	(3)	Common Stock	521,235	(3)	0	D(2)
Series B-3 Preferred Stock	(4)	09/18/2018		C			453,954	(4)	(4)	Common Stock	453,954	(4)	0	D(2)
Series C Preferred Stock	(5)	09/18/2018		C			167,537	(5)	(5)	Common Stock	167,537	(5)	0	D(2)
Warrant (Right to Buy)	(6)							(7)	12/29/2022	Common Stock(4)	20,938		20,938	D(2)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners VIII, L.P.

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management VIII, L.L.C.

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehra Anand

(Last) (First) (Middle)

SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the Series B-1 Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.

2. The shares are held of record by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual managing members of SM VIII are Michael Powell, James Healy and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares held by SVP VIII except to the extent of any pecuniary interest therein.

3. Each share of the Series B-2 Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.

4. Each share of the Series B-3 Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.

5. Each share of the Series C Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.

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

7. This warrant is exercisable at any time.

Remarks:

	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P.	09/20/2018
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C.	09/20/2018
	/s/ Nathalie Auber, Attorney-in-Fact for James Healy	09/20/2018
	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	09/20/2018
	/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra	09/20/2018
	** Signature of Reporting Person	Date
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