George Simeon Form 3 Principia Biopharma / Simeon George ownership change

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^*

George Simeon

(Last) (First) (Middle)

C/O S.R. ONE, LIMITED

161 WASHINGTON STREET, SUITE 500

(Street)

CONSHOHOCKEN PA 19428

(City) (State) (Zip)

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)

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

5. 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 Beneficially Owned
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)
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 Preferred Stock	(1)	(1)	Common Stock	1,070,771	(1)	I	See footnote(2)
Series B-1 Preferred Stock	(3)	(3)	Common Stock	312,741	(3)	I	See footnote(2)
Series B-2 Preferred Stock	(4)	(4)	Common Stock	260,617	(4)	I	See footnote(2)
Series B-3 Preferred Stock	(5)	(5)	Common Stock	544,047	(5)	I	See footnote(2)
Series C Preferred Stock	(6)	(6)	Common Stock	167,537	(6)	I	See footnote(2)
Warrant to Purchase Series B-3 Preferred Stock	08/01/2016	12/29/2022	Series B-3 Preferred Stock	28,623(7)	8.9931	I	See footnote(2)

Explanation of Responses:

1. The Series A Preferred Stock is convertible into Common Stock on a 9.0839-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of the shares reported herein. Simeon J. George is a Partner and Vice President at S.R. One, Limited and an employee of GlaxoSmithKline LLC, a wholly-owned subsidiary of GlaxoSmithKline plc. Mr. George disclaims beneficial ownership of all the shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.

3. The Series B-1 Preferred Stock is convertible into Common Stock on a 9.0839-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

4. The Series B-2 Preferred Stock is convertible into Common Stock on a 9.0839-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

5. The Series B-3 Preferred Stock is convertible into Common Stock on a 9.0839-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

6. The Series C Preferred Stock is convertible into Common Stock on an 9.0839-for-one basis into the number of shares of Common Stock shown in Column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

7. The warrant was granted on August 1, 2016 and is currently exercisable, with an expiration date of December 29, 2022, and an exercise price of $8.9931 per share.

Remarks:

	/s/ Simeon J. George	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).
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