Principia Biopharma (PRNB) Form 4 Principia Biopharma / David Goldstein 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Goldstein David

(Last) (First) (Middle)

C/O PRINCIPIA BIOPHARMA INC.

220 E. GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	11/07/2019		M		1,127	A	$0.6359	30,946(1)	D
Common Stock	11/07/2019		M		6,147	A	$1.9076	37,093	D
Common Stock	11/07/2019		M		1,651	A	$1.9076	38,744	D
Common Stock	11/07/2019		M		1,075	A	$2.9977	39,819	D
Common Stock	11/07/2019		S(2)		10,000	D	$32.3914(3)	29,819	D

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
Employee Stock Option (right to buy)	$0.6359	11/07/2019		M			1,127	(4)	02/13/2022	Common Stock	1,127	$0.00	0	D
Employee Stock Option (right to buy)	$1.9076	11/07/2019		M			6,147	(4)	07/02/2022	Common Stock	6,147	$0.00	0	D
Employee Stock Option (right to buy)	$1.9076	11/07/2019		M			1,651	(4)	04/17/2023	Common Stock	1,651	$0.00	0	D
Employee Stock Option (right to buy)	$2.9977	11/07/2019		M			1,075	(4)	10/23/2023	Common Stock	1,075	$0.00	14,447	D

Explanation of Responses:

1. Includes 1,792 shares acquired under the Employment Stock Purchase Plan on May 15, 2019.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

3. Represents the weighted average sales price per share. The shares sold at prices ranging from $32.00 to $32.89 per share. Upon request by the Commission staff, Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4.

4. The stock option is fully vested and immediately exercisable.

Remarks:

	/s/ Christopher Y. Chai, Attorney-in-Fact for David Goldstein	11/08/2019
	** 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.