Statement of Changes in Beneficial Ownership (4)
September 28 2020 - 5:08PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Babler Martin |
2. Issuer Name and Ticker or Trading Symbol
Principia Biopharma Inc.
[
PRNB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO |
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(Last)
(First)
(Middle)
C/O PRINCIPIA BIOPHARMA INC., 220 E. GRAND AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/28/2020 |
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 9/28/2020 | | U(1) | | 1023 (2) | D | $100.00 | 0 | D | |
| Common Stock | 9/28/2020 | | U(1) | | 39179 | D | $100.00 | 0 | I | See footnote (3) |
| Common Stock | 9/28/2020 | | U(1) | | 18355 | D | $100.00 | 0 | I | See footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant (Right to Buy) | $8.9931 | 9/28/2020 | | D (5) | | | 255 | (5) | 12/29/2022 | Common Stock | 255 | (5) | 0 | I | See footnote (4) |
| Employee Stock Option (right to buy) | $1.9076 | 9/28/2020 | | D (6) | | | 50795 | (6) | 7/2/2022 | Common Stock | 50795 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $2.9977 | 9/28/2020 | | D (6) | | | 85728 | (6) | 10/23/2023 | Common Stock | 85728 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $3.1794 | 9/28/2020 | | D (6) | | | 110085 | (6) | 6/26/2024 | Common Stock | 110085 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $4.7236 | 9/28/2020 | | D (6) | | | 83004 | (6) | 12/25/2024 | Common Stock | 83004 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $4.9961 | 9/28/2020 | | D (6) | | | 60546 | (6) | 7/20/2025 | Common Stock | 60546 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $7.2671 | 9/28/2020 | | D (6) | | | 115590 | (6) | 12/13/2027 | Common Stock | 115590 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $11.3549 | 9/28/2020 | | D (6) | | | 187144 | (6) | 8/23/2028 | Common Stock | 187144 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $35.42 | 9/28/2020 | | D (6) | | | 155000 | (6) | 2/28/2029 | Common Stock | 155000 | (6) | 0 | D | |
| Employee Stock Option (right to buy) | $67.31 | 9/28/2020 | | D (6) | | | 200000 | (6) | 3/4/2030 | Common Stock | 200000 | (6) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger, dated as of August 16, 2020, by and among Principia Biopharma Inc. (the "Issuer"), Sanofi ("Sanofi") and Kortex Acquisition Corp. ("Purchaser") (the "Merger Agreement"), on September 28, 2020, Purchaser merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Sanofi (the "Merger"). At the effective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $100.00 per share in cash, without interest and subject to any applicable withholding taxes. |
| (2) | Includes 213 shares acquired under the Employment Stock Purchase Plan on September 25, 2020. |
| (3) | Shares indirectly held by Babler Trust Agreement Dated October 25, 2006, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares. |
| (4) | Shares indirectly held by Martin Babler, as custodian for his minor children under California Uniform Transfer to Minors Act, of which the Reporting Person is a custodian and may be deemed to share voting and dispositive power over these shares. |
| (5) | Pursuant to the Merger Agreement, at the Effective Time, each warrant was converted into the right to receive $100.00 less the applicable exercise price per share of such warrant. |
| (6) | Pursuant to the Merger Agreement, at the Effective Time, each of the unvested and outstanding options was accelerated and became fully vested, and each of the outstanding options was canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that are subject to such options, multiplied by (ii) the excess (if any) of (x) $100.00 over (y) the exercise price payable per share under such options. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Babler Martin
C/O PRINCIPIA BIOPHARMA INC.
220 E. GRAND AVENUE
SOUTH SAN FRANCISCO, CA 94080 | X |
| President, CEO |
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Signatures
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| /s/ Christopher Y. Chai, Attorney-in-Fact for Martin Babler | | 9/28/2020 |
| **Signature of Reporting Person | Date |
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