SEC Form 4 · accession 0001209191-18-051838
Principia Biopharma Inc. · PRNB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Michael Powell
10% Owner
James Healy
10% Owner
Sofinnova Management VIII, L.L.C.
10% Owner
Anand Mehra
10% Owner
Period of report
Sep 18, 2018
Accepted (ET)
Sep 20, 2018 · 7:02 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 | Sep 18, 2018 | C | 625,482 | — | A | 625,482 | D | |
| Common StockF3,F2 | Sep 18, 2018 | C | 521,235 | — | A | 1,146,717 | D | |
| Common StockF4,F2 | Sep 18, 2018 | C | 453,954 | — | A | 1,600,671 | D | |
| Common StockF5,F2 | Sep 18, 2018 | C | 167,537 | — | A | 1,768,208 | D | |
| Common StockF2 | Sep 18, 2018 | P | 270,000 | $17.00 | A | 2,038,208 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B-1 Preferred StockF1,F2 | — | Sep 18, 2018 | C | 625,482 | D | — | — | Common Stock | 625,482 | 0 | D |
| Series B-2 Preferred StockF3,F2 | — | Sep 18, 2018 | C | 521,235 | D | — | — | Common Stock | 521,235 | 0 | D |
| Series B-3 Preferred StockF4,F2 | — | Sep 18, 2018 | C | 453,954 | D | — | — | Common Stock | 453,954 | 0 | D |
| Series C Preferred StockF5,F2 | — | Sep 18, 2018 | C | 167,537 | D | — | — | Common Stock | 167,537 | 0 | D |
| Warrant (Right to Buy)F2,F6,F7,F4 | — | holding | — | — | — | — | Dec 29, 2022 | Common Stock | 20,938 | 20,938 | D |
Explanation of responses
- F1Each share of the Series B-1 Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.
- F2The shares are held of record by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual managing members of SM VIII are Michael Powell, James Healy and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares held by SVP VIII except to the extent of any pecuniary interest therein.
- F3Each share of the Series B-2 Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.
- F4Each share of the Series B-3 Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.
- F5Each share of the Series C Preferred Stock converted immediately upon the closing of the Issuer's initial public offering of its common stock into 1 share of the Issuer's common stock.
- F6This warrant has converted from a warrant to purchase Series B-3 Convertible Preferred Stock into a warrant to purchase Common Stock.
- F7This warrant is exercisable at any time.