SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/13/2018 | 3. Issuer Name and Ticker or Trading Symbol Principia Biopharma Inc. [ PRNB ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 1,070,771 | 0.00 | I | See footnote(2)(3)(4) |
| Series B-1 Convertible Preferred Stock | (1) | (1) | Common Stock | 312,741 | 0.00 | I | See footnote(2)(3)(4) |
| Series B-2 Convertible Preferred Stock | (1) | (1) | Common Stock | 260,617 | 0.00 | I | See footnote(2)(3)(4) |
| Series B-3 Convertible Preferred Stock | (1) | (1) | Common Stock | 544,047 | 0.00 | I | See footnote(2)(3)(4) |
| Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 167,537 | 0.00 | I | See footnote(5)(6) |
| Warrant to Purchase Series B-3 Convertible Preferred Stock | (7) | 12/29/2022 | Series B-3 Convertible Preferred Stock(1) | 28,623 | 8.9931 | I | See footnote(2)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. This warrant is exercisable at any time. |
| 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 | 09/13/2018 | |
| 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 | 09/13/2018 | |
| New Leaf Venture Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer | 09/13/2018 | |
| 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 | 09/13/2018 | |
| 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 | 09/13/2018 | |
| New Leaf BPO Management II, L.L.C., By: /s/ Craig Slutzkin, Chief Financial Officer | 09/13/2018 | |
| ** 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 5 (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. | ||