SEC Form 4 · accession 0001209191-18-051836
Principia Biopharma Inc. · PRNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 18, 2018
Accepted (ET)
Sep 20, 2018 · 6:59 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 | Sep 18, 2018 | C | 1,070,771 | — | A | 1,070,771 | I | See footnote |
| Common StockF1,F2,F3 | Sep 18, 2018 | C | 312,741 | — | A | 1,383,512 | I | See footnote |
| Common StockF1,F2,F3 | Sep 18, 2018 | C | 260,617 | — | A | 1,644,129 | I | See footnote |
| Common StockF1,F2,F3 | Sep 18, 2018 | C | 544,047 | — | A | 2,188,176 | I | See footnote |
| Common StockF1,F2,F3 | Sep 18, 2018 | C | 167,537 | — | A | 2,355,713 | I | See footnote |
| Common StockF2,F3 | Sep 18, 2018 | P | 250,000 | $17.00 | A | 2,605,713 | 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 | — | Sep 18, 2018 | C | 1,070,771 | D | — | — | Common Stock | 1,070,771 | 0 | I |
| Series B-1 Convertible Preferred StockF1,F2,F3 | — | Sep 18, 2018 | C | 312,741 | D | — | — | Common Stock | 312,741 | 0 | I |
| Series B-2 Convertible Preferred StockF1,F2,F3 | — | Sep 18, 2018 | C | 260,617 | D | — | — | Common Stock | 260,617 | 0 | I |
| Series B-3 Convertible Preferred StockF1,F2,F3 | — | Sep 18, 2018 | C | 544,047 | D | — | — | Common Stock | 544,047 | 0 | I |
| Series C Convertible Preferred StockF1,F2,F3 | — | Sep 18, 2018 | C | 167,537 | D | — | — | Common Stock | 167,537 | 0 | I |
| Warrant (Right to Buy)F2,F3,F4,F5,F1 | — | holding | — | — | — | — | Dec 29, 2022 | Common Stock | 28,623 | 28,623 | I |
Explanation of responses
- F1All series of convertible preferred stock automatically converted into the number of shares of the Issuer's common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.
- F2These securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP IV. By virtue of such relationships, GP IV and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI IV and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.
- F3This report on Form 4 is jointly filed by GP IV and Advisors. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- F4This warrant has converted from a warrant to purchase Series B-3 Preferred Stock into a warrant to purchase Common Stock.
- F5This warrant is exercisable at any time.