David Goldstein Form 4 Principia Biopharma / David M 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

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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^*

Goldstein David M

(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)
08/10/2020

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	08/10/2020		M		2,447	A	$2.9977	34,186(1)	D
Common Stock	08/10/2020		M		3,553	A	$3.1794	37,739	D
Common Stock	08/10/2020		S(2)		858	D	$86.1143(3)	36,881	D
Common Stock	08/10/2020		S(2)		700	D	$86.92	36,181	D
Common Stock	08/10/2020		S(2)		2,534	D	$88.4026(4)	33,647	D
Common Stock	08/10/2020		S(2)		700	D	$89.6757(5)	32,947	D
Common Stock	08/10/2020		S(2)		1,108	D	$90.9891(6)	31,839	D
Common Stock	08/10/2020		S(2)		100	D	$93.34	31,739	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)	$2.9977	08/10/2020		M			2,447	(7)	10/23/2023	Common Stock	2,447	$0.00	0	D
Employee Stock Option (right to buy)	$3.1794	08/10/2020		M			3,553	(7)	06/26/2024	Common Stock	3,553	$0.00	12,960	D

Explanation of Responses:

1. Includes 771 shares acquired under the Employment Stock Purchase Plan on May 15, 2020.

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 $85.79 to $86.41 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. Represents the weighted average sales price per share. The shares sold at prices ranging from $88.12 to $88.78 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.

5. Represents the weighted average sales price per share. The shares sold at prices ranging from $89.55 to $89.74 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.

6. Represents the weighted average sales price per share. The shares sold at prices ranging from $90.85 to $91.49 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.

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

Remarks:

	/s/ Christopher Y. Chai, Attorney-in-Fact for David M. Goldstein	08/12/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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