UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
| INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 |
| PRINCIPIA BIOPHARMA INC. |
| (Name of Issuer) |
| Common Stock, Par Value $0.001 |
| (Title of Class of Securities) |
| 74257L 10 8 |
| (CUSIP Number) |
Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
| Telephone: +44 (0)208 047 5000 |
| (Name, Address and Telephone Number of Person |
| Authorized to Receive Notices and Communications) |
| October 18, 2019 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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.
| CUSIP No: 74257L 10 8 | 13D/A1Page 2 of 7 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GlaxoSmithKline plc | |||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |||
| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS (see instructions) WC | |||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
3,042,193 | ||
| 8. | SHARED VOTING POWER -0- | |||
| 9. | SOLE DISPOSITIVE POWER 3,042,193 | |||
| 10. | SHARED DISPOSITIVE POWER -0- | |||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,042,193 shares of Common Stock (1) | |||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3% of the shares of Common Stock (2) | |||
| 14. | TYPE OF REPORTING PERSON (see instructions) CO | |||
(1) Common Stock held directly by S.R. One, Limited (“SR One”), an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Includes 28,623 shares of Common Stock issuable upon exercise of a Warrant (the “Warrant”) and 30,715 shares of Common stock issuable upon the exercise of options granted to Simeon J. George as director’s compensation (the “Options”), over which the Reporting Person has voting and dispositive power.
(2) Based upon (i)32,786,610 of the Issuer’s Common Stock outstanding as of October 31, 2019, as reported in the Issuer’s quarterly report on Form 10-Q for the quarter period ending September 30, 2019 filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019 (the “3rd Quarter Report”), (ii) 28,623 shares of Common Stock issuable upon exercise of the Warrant and (iii) 30,715 shares of Common Stock issuable upon the exercise of the Options.
| CUSIP No: 74257L 10 8 | 13D/A1Page 3 of 7 |
Item 1. Security and Issuer.
This statement on Schedule 13D amends and supplements the statement on Schedule 13D originally filed on September 26, 2018, (the “Schedule 13D”, and as amended by this Amendment No. 1, the “Statement”) with respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Principia Biopharma Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 400 East Jamie Court, Suite 302, South San Francisco CA 94080. This Amendment No. 1 is filed to reflect its new percentage beneficial ownership in the Issuer, as a result of (1) additional shares of Common Stock acquired, (2) additional stock option granted to SR One and (3) an increase in the Issuer’s Common Stock outstanding. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 3. Source or Amount of Funds or Other Consideration.
The response set forth in Item 3 of the Schedule 13D is hereby amended by adding the following
S.R. One acquired357,142 shares ofCommon Stock onOctober 18, 2019in the Issuer’s public offering at a price $28 per share. The total consideration paid by S.R. One for such shares was $9,999,976, and the consideration was obtained from the working capital of S.R. One. Also, options to purchase30,715 shares of Common Stock were granted to Simeon J. George as director’s compensation subsequent to GlaxoSmithKline plc’s prior filing as follows:
| ● | Options to purchase 20,475 shares of Common Stock were granted on Sep 13, 2018 vesting inequal monthly installments over a three-year period, which can be exercised at any time as to vested shares, at an exercise price of $17, until the expiration date of Sep 12, 2028. |
| ● | Options to purchase 10,240 shares of Common Stock were granted on June 11, 2019 vesting inequal monthly installments over a one-year period, which can be exercised at any time as to vested shares, at an exercise price of $31.77, until the expiration date of Jun 10, 2029. |
Item 5. Interest in Securities of the Issuer.
The information included in Item 3 is incorporated herein by reference.
The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
a) GlaxoSmithKline plc beneficially owns 2,982,855 shares of Common Stock, which represents 9.3% of the of the 32,786,610sharesof Common Stock outstanding based on (i) 32,786,610 shares of Common Stock outstanding as of October 31, 2019, as reported in the 3rd Quarter Report, (ii) 28,623 shares of Common Stock issuable upon exercise of the Warrant and (iii) 30,715 shares of Common Stock issuable upon the exercise of the Options
(b) GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 2,982,855 shares of Common Stock described in Item 5(a) above.
| CUSIP No: 74257L 10 8 | 13D/A1Page 4 of 7 |
SIGNATURE
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.
Date: February 14, 2020
| GLAXOSMITHKLINE PLC | |||
| By: | /s/ Victoria A. Whyte | ||
| Name: Victoria A. Whyte | |||
| Title: Authorized Signatory | |||
| CUSIP No: 74257L 10 8 | 13D/A1Page 5 of 7 |
SCHEDULE 1
Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Board of Directors | ||||||
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS | Executive Director and Chief Executive Officer | British | |||
| Manvinder Singh Banga | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director
| British & Indian
| |||
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080 | Chief Scientific Officer & President, R&D | US | |||
| Dr. Vivienne Cox | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | British | |||
| Lynn Elsenhans | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US | |||
| Dr. Jesse Goodman | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US | |||
| Dr Laurie Glimcher | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US | |||
| Judy Lewent | 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | US
| |||
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS | Executive Director & Chief Financial Officer | British | |||
Urs Rohner
| 980 Great West Road Brentford Middlesex, England TW8 9GS | Company Director | Swiss | |||
| CUSIP No: 74257L 10 8 | 13D/A1Page 6 of 7 |
Name | Business Address | Principal Occupation or Employment | Citizenship | |||
| Jonathan Symonds | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chairman and Company Director | British |
| Corporate Executive Team | ||||||
| Emma Walmsley | 980 Great West Road Brentford Middlesex, England TW8 9GS | Executive Director and Chief Executive Officer | British | |||
| Dr. Hal Barron | 269 E. Grand Avenue, South San Francisco, CA 94080 | Chief Scientific Officer & President, R&D
| US | |||
| Roger Connor | 980 Great West Road Brentford Middlesex, England TW8 9GS | President, Global Vaccines | Irish | |||
| Diana Conrad | 980 Great West Road Brentford Middlesex, England TW8 9GS | Senior Vice President, Human Resoures | Canadian | |||
| James Ford | 980 Great West Road Brentford Middlesex, England TW8 9GS | Senior Vice President & General Counsel | British & US | |||
| Nick Hirons | 980 Great West Road Brentford Middlesex, England TW8 9GS | Senior Vice President, Global Ethics and Compliance | British & US | |||
| Sally Jackson | 980 Great West Road Brentford Middlesex, England TW8 9GS | Senior Vice President, Global Communications and CEO Office | British | |||
| Iain MacKay | 980 Great West Road Brentford Middlesex, England TW8 9GS | Executive Director & Chief Financial Officer | British | |||
| Brian McNamara | 184 Liberty Corner Road Warren NJ, 07059 | Chief Executive Officer, GSK Consumer Healthcare | US | |||
| CUSIP No: 74257L 10 8 | 13D/A1Page 7 of 7 |
Luke Miels
| 980 Great West Road Brentford Middlesex, England TW8 9GS | President, Global Pharmaceuticals | Australian | |||
| David Redfern | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chief Strategy Officer | British | |||
| Regis Simard | 980 Great West Road Brentford Middlesex, England TW8 9GS | President Pharmaceutical Supply Chain | French & British | |||
| Karenann Terrell | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chief Digital and Technology Officer | Canadian | |||
| Philip Thomson | 980 Great West Road Brentford Middlesex, England TW8 9GS | President, Global Affairs | British | |||
| Deborah Waterhouse | 980 Great West Road Brentford Middlesex, England TW8 9GS | Chief Executive Officer of ViiV Healthcare | British |
