Statement of Changes in Beneficial Ownership (4)
September 28 2020 - 5:22PM
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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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
*
Colowick Alan |
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
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SOFINNOVA INVESTMENTS, 3000 SAND HILL ROAD, 4-250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/28/2020 |
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(Street)
MENLO PARK, CA 94025
(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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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 |
| Director Stock Option (right to buy) | $4.542 | 9/28/2020 | | D (1) | | | 47724 | (1) | 6/26/2027 | Common Stock | 47724 | (1) | 0 | D | |
| Director Stock Option (right to buy) | $17.00 | 9/28/2020 | | D (1) | | | 20475 | (1) | 9/12/2028 | Common Stock | 20475 | (1) | 0 | D | |
| Director Stock Option (right to buy) | $31.77 | 9/28/2020 | | D (1) | | | 10240 | (1) | 6/10/2029 | Common Stock | 10240 | (1) | 0 | D | |
| Director Stock Option (right to buy) | $62.66 | 9/28/2020 | | D (1) | | | 10240 | (1) | 6/3/2030 | Common Stock | 10240 | (1) | 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"). Pursuant to the Merger Agreement, at the effective time of the Merger (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 |
Colowick Alan
C/O SOFINNOVA INVESTMENTS
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA 94025 | X |
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Signatures
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| /s/ Christopher Y. Chai, Attorney-in-Fact for Alan Colowick | | 9/28/2020 |
| **Signature of Reporting Person | Date |
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