SEC Form 4 · accession 0001209191-18-051834
Principia Biopharma Inc. · PRNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
New Leaf Ventures II, L.P.
10% Owner
New Leaf Venture Associates II, L.P.
10% Owner
New Leaf BPO Management II, L.L.C
10% Owner
New Leaf BPO Associates II, L.P.
10% Owner
Period of report
Sep 18, 2018
Accepted (ET)
Sep 20, 2018 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001510487
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Sep 18, 2018 | C | 1,070,771 | — | A | 1,070,771 | I | See footnote |
| Common StockF1,F2,F3,F4 | Sep 18, 2018 | C | 312,741 | — | A | 1,383,512 | I | See footnote |
| Common StockF1,F2,F3,F4 | Sep 18, 2018 | C | 260,617 | — | A | 1,644,129 | I | See footnote |
| Common StockF1,F2,F3,F4 | Sep 18, 2018 | C | 544,047 | — | A | 2,188,176 | I | See footnote |
| Common StockF1,F5,F6 | Sep 18, 2018 | C | 167,537 | — | A | 167,537 | I | See footnote |
| Common StockF5,F6 | Sep 18, 2018 | P | 270,000 | $17.00 | A | 437,537 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F2,F3,F4 | — | Sep 18, 2018 | C | 1,070,771 | D | — | — | Common Stock | 1,070,771 | 0 | I |
| Series B-1 Convertible Preferred StockF1,F2,F3,F4 | — | Sep 18, 2018 | C | 312,741 | D | — | — | Common Stock | 312,741 | 0 | I |
| Series B-2 Convertible Preferred StockF1,F2,F3,F4 | — | Sep 18, 2018 | C | 260,617 | D | — | — | Common Stock | 260,617 | 0 | I |
| Series B-3 Convertible Preferred StockF1,F2,F3,F4 | — | Sep 18, 2018 | C | 544,047 | D | — | — | Common Stock | 544,047 | 0 | I |
| Series C Convertible Preferred StockF1,F5,F6 | — | Sep 18, 2018 | C | 167,537 | D | — | — | Common Stock | 167,537 | 0 | I |
| Warrant (Right to Buy)F2,F3,F4,F7,F8,F1 | — | holding | — | — | — | — | Dec 29, 2022 | Common Stock | 28,623 | 28,623 | I |
Explanation of responses
- F1All 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.
- F2These 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.
- F3Each 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.
- F4Each of the NLV-II Managers and Becker 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.
- F5These 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.
- F6Each of the BPO-II Managers and Becker 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.
- F7This 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.
- F8This warrant is exercisable at any time.