Becker Daniel J. Form 4 Principia Biopharma / Daniel J. Becker 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^*

Becker Daniel J.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2018		C		1,070,771	A	⁽¹⁾	1,070,771	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/18/2018		C		312,741	A	⁽¹⁾	1,383,512	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/18/2018		C		260,617	A	⁽¹⁾	1,644,129	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/18/2018		C		544,047	A	⁽¹⁾	2,188,176	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/18/2018		C		167,537	A	⁽¹⁾	167,537	I	See footnote⁽⁵⁾⁽⁶⁾
Common Stock	09/18/2018		P		270,000	A	$17	437,537	I	See footnote⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	09/18/2018		C			1,070,771	⁽¹⁾	⁽¹⁾	Common Stock	1,070,771	⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Series B-1 Convertible Preferred Stock	⁽¹⁾	09/18/2018		C			312,741	⁽¹⁾	⁽¹⁾	Common Stock	312,741	⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Series B-2 Convertible Preferred Stock	⁽¹⁾	09/18/2018		C			260,617	⁽¹⁾	⁽¹⁾	Common Stock	260,617	⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Series B-3 Convertible Preferred Stock	⁽¹⁾	09/18/2018		C			544,047	⁽¹⁾	⁽¹⁾	Common Stock	544,047	⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	09/18/2018		C			167,537	⁽¹⁾	⁽¹⁾	Common Stock	167,537	⁽¹⁾	0	I	See footnote⁽⁵⁾⁽⁶⁾
Warrant (Right to Buy)	⁽⁷⁾							⁽⁸⁾	12/29/2022	Common Stock⁽¹⁾	28,623		28,623	I	See footnote⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. All series of convertible preferred stock automatically converted into shares of the Issuer's common stock on a 1-for-1 basis, for no additional consideration, upon the closing of the Issuer's initial public offering.

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 Daniel J. Becker ("Becker"), 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, the managers of BPO Management-II (each, a "BPO-II Manager" and collectively, the "BPO-II Managers"), and Becker 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 converted from a warrant to purchase Series B-3 Convertible Preferred Stock into a warrant to purchase Common Stock upon the closing of the Issuer's initial public offering.

8. This warrant is exercisable at any time.

Remarks:

	/s/ Craig Slutzkin, attorney-in-fact for Daniel J. Becker	09/20/2018
	** 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 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.
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Becker Daniel J. Form 4Principia Biopharma / Daniel J. Becker ownership change