Becker Daniel J. Form 3 Principia Biopharma / Daniel J. Becker 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^*

Becker Daniel J.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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⁾

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 the Reporting Person, 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 the Reporting Person 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 the Reporting Person 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 the Reporting Person 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:

	/s/ Craig Slutzkin, attorney-in-fact for Daniel J. Becker	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.
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Becker Daniel J. Form 3Principia Biopharma / Daniel J. Becker ownership change