Filing Details

Accession Number:
0001193125-19-038098
Form Type:
13G Filing
Publication Date:
2019-02-13 16:36:32
Filed By:
New Leaf Ventures Ii, L.p.
Company:
Principia Biopharma Inc. (NASDAQ:PRNB)
Filing Date:
2019-02-13
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
New Leaf Ventures II 0 2,216,799 0 2,216,799 2,216,799 9.3%
New Leaf Venture Associates II 0 2,216,799 0 2,216,799 2,216,799 9.3%
New Leaf Venture Management II 0 2,216,799 0 2,216,799 2,216,799 9.3%
New Leaf Biopharma Opportunities II 0 437,537 0 437,537 437,537 1.8%
New Leaf BPO Associates II 0 437,537 0 437,537 437,537 1.8%
New Leaf BPO Management II 0 437,537 0 437,537 437,537 1.8%
Ronald M. Hunt 0 2,654,336 0 2,654,336 2,654,336 11.1%
Vijay K. Lathi 0 2,654,336 0 2,654,336 2,654,336 11.1%
Liam T. Ratcliffe 0 2,654,336 0 2,654,336 2,654,336 11.1%
Daniel J. Becker 3,412 2,654,336 3,412 2,654,336 2,657,748 11.1%
Isaac A. Manke 0 437,537 0 437,537 437,537 1.8%
Filing

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No.     )

 

 

Principia Biopharma Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

74257L108

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

(1)

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 74257L108       13G       Page 2 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  New Leaf Ventures II, L.P.

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  2,216,799 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  2,216,799 (1)     

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,216,799 (1)     

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  9.3% (2)     

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN     

 

(1)

Of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,889,460 shares of Common Stock, calculated as follows: (i) 28,623 shares of Common Stock underlying a warrant issued to NLV II which is exercisable within 60 days of December 31, 2018, plus (ii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 3 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  New Leaf Venture Associates II, L.P.

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  2,216,799 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  2,216,799 (1)     

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,216,799 (1)     

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  9.3% (2)     

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN     

 

(1)

Of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,889,460 shares of Common Stock, calculated as follows: (i) 28,623 shares of Common Stock underlying a warrant issued to NLV II which is exercisable within 60 days of December 31, 2018, plus (ii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 4 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  New Leaf Venture Management II, L.L.C.

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  2,216,799 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  2,216,799 (1)     

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,216,799 (1)     

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  9.3% (2)     

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO     

 

(1)

Of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,889,460 shares of Common Stock, calculated as follows: (i) 28,623 shares of Common Stock underlying a warrant issued to NLV II which is exercisable within 60 days of December 31, 2018, plus (ii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 5 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  New Leaf Biopharma Opportunities II, L.P.

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  437,537 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  437,537 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  437,537 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.8% (2)     

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN     

 

(1)

All such shares are held of record by Biopharma II (as defined in Item 2(a) below). NLBA II (as defined in Item 2(a) below) is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II (as defined in Item 2(a) below) is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of Hunt, Lathi, Ratcliffe and Manke, the managers of NLB Management II (collectively, the NLB Managing Directors), and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 6 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  New Leaf BPO Associates II, L.P.

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  437,537 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  437,537 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  437,537 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.8% (2)     

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  PN     

 

(1)

All such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 7 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  New Leaf BPO Management II, L.L.C.

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  437,537 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  437,537 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  437,537 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.8% (2)     

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  OO    

 

(1)

All such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 8 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Ronald M. Hunt

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  2,654,336 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  2,654,336 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,654,336 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  11.1% (2)

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

2,216,799 of such shares are held of record by NLV II, of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. NLVA II is the general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities. 437,537 of such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,889,460 shares of Common Stock, calculated as follows: (i) 28,623 shares of Common Stock underlying a warrant which is exercisable within 60 days of December 31, 2018 issued to NLV II, plus (ii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 9 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Vijay K. Lathi

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  2,654,336 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  2,654,336 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,654,336 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  11.1% (2)

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

2,216,799 of such shares are held of record by NLV II, of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities. 437,537 of such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,889,460 shares of Common Stock, calculated as follows: (i) 28,623 shares of Common Stock underlying a warrant which is exercisable within 60 days of December 31, 2018 issued to NLV II, plus (ii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 10 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Liam T. Ratcliffe

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  2,654,336 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0     

  8     

  SHARED DISPOSITIVE POWER

 

  2,654,336 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,654,336 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  11.1% (2)

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

2,216,799 of such shares are held of record by NLV II, of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities. 437,537 of such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,889,460 shares of Common Stock, calculated as follows: (i) 28,623 shares of Common Stock underlying a warrant which is exercisable within 60 days of December 31, 2018 issued to NLV II, plus (ii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 11 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Daniel J. Becker

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  3,412 (1)

  6     

  SHARED VOTING POWER

 

  2,654,336(2)

  7     

  SOLE DISPOSITIVE POWER

 

  3,412 (1)

  8     

  SHARED DISPOSITIVE POWER

 

  2,654,336 (2)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,657,748 (1) (2)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  11.1% (3)

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

The shares reported in row 5 and 7 above consist of Common Stock underlying a stock option directly owned by Becker and exercisable within 60 days of December 31, 2018.

(2)

2,216,799 of such shares are held of record by NLV II, of which 2,188,176 of such shares are Common Stock and held of record by NLV II and 28,623 are shares of Common Stock underlying a warrant issued to NLV II and which is exercisable within 60 days of December 31, 2018. NLV Management II is the sole general partner of NLVA II and ultimate general partner of NLV II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLV Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities. 437,537 of the shares reported in rows 6 and 8 are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(3)

Based on 23,892,872 shares of Common Stock, calculated as follows: (i) 3,412 shares of Common Stock subject to stock option awards that have been granted to Dr. Becker in his capacity as a director of the Issuer and that are exercisable as of or within 60 days after December 31, 2018, plus (ii) 28,623 shares of Common Stock underlying a warrant which is exercisable within 60 days of December 31, 2018 issued to NLV II, plus (iii) 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 12 of 17 Pages

 

  1       

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Isaac A. Manke

  2      

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☒

 

  3      

  SEC USE ONLY

 

  4      

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  United States

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

    5     

  SOLE VOTING POWER

 

  0

  6     

  SHARED VOTING POWER

 

  437,537 (1)

  7     

  SOLE DISPOSITIVE POWER

 

  0

  8     

  SHARED DISPOSITIVE POWER

 

  437,537 (1)

  9      

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  437,537 (1)

10      

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

  ☐

11      

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  1.8% (2)

12      

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

  IN

 

(1)

All such shares are held of record by Biopharma II. NLBA II is the general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. NLB Management II is the sole general partner of NLBA II and ultimate general partner of Biopharma II and may be deemed to have voting, investment and dispositive power with respect to these securities. Each of the NLB Managing Directors and Becker, a member of the Issuers board of directors and principal of NLVP, may each, by virtue of their respective affiliations with and/or interests in New Leaf Ventures, be deemed to have shared voting, investment and dispositive power with respect to these securities.

(2)

Based on 23,860,837 shares of Common Stock outstanding as of November 1, 2018, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 6, 2018.


CUSIP No. 74257L108       13G       Page 13 of 17 Pages

Schedule 13G

 

Item 1(a).

Name of Issuer:

Principia Biopharma Inc. (the Issuer).

 

Item 1(b).

Address of Issuers Principal Executive Offices:

400 East Jamie Court, Suite 302

South San Francisco, CA 94080

 

Item 2(a).

Name of Persons Filing:

This joint statement on Schedule 13G is being filed by New Leaf Ventures II, L.P. (NLV II), New Leaf Venture Associates II, L.P. (NLVA II), New Leaf Venture Management II, L.L.C. (NLV Management II), New Leaf Biopharma Opportunities II, L.P. (Biopharma II), New Leaf BPO Associates II, L.P. (NLBA II), and New Leaf BPO Management II, L.L.C. (NLB Management II and together with NLV II, NLVA II, NLV Management II, Biopharma II and NLBA II, the Reporting Entities), Ronald M. Hunt (Hunt), Vijay K. Lathi (Lathi), Liam T. Ratcliffe (Ratcliffe), Isaac A. Manke (Manke) and Daniel J. Becker (Becker and, together with Hunt, Lathi and Ratcliffe, the Reporting Individuals). The Reporting Entities and the Reporting Individuals collectively are referred to as the Reporting Persons.

 

Item 2(b).

Address or Principal Business Office or, if None, Residence:

The address of the principal business office of each Reporting Person (other than Lathi) is New Leaf Venture Partners, Times Square Tower, 7 Times Square, Suite 3502, New York, NY 10036.

The address of the principal business office of Lathi is New Leaf Venture Partners, 1200 Park Place, Suite 300, San Mateo, CA 94043.

 

Item 2(c).

Citizenship:

Each of NLV II, NLVA II, Biopharma II and NLBA II is a limited partnership organized under the laws of the State of Delaware.

Each of NLV Management II and NLB Management II is a limited liability company organized under the laws of the State of Delaware.

Each Reporting Individual is a citizen of the United States.

 

Item 2(d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share (Common Stock).

 

Item 2(e).

CUSIP Number:

74257L108

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.


CUSIP No. 74257L108       13G       Page 14 of 17 Pages

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned:

See line 9 of cover sheets.

NLV II is the record owner of 2,188,176 shares of Common Stock and 28,623 shares of Common Stock underlying a warrant which is exercisable within 60 days of December 31, 2018 (the NLV II Shares). As the sole general partner of NLV II, NLVA II may be deemed to own beneficially the NLV II Shares. As the sole general partner of NLVA II and ultimate general partner of NLV II, NLV Management II may be deemed to own beneficially the NLV II Shares. As the individual managing directors of NLV Management II, each of the NLV Managing Directors and Becker also may be deemed to own beneficially the NLV II Shares.

Biopharma II is the record owner of 437,537 shares of Common Stock (the Biopharma II Shares). As the sole general partner of Biopharma II, NLBA II may be deemed to own beneficially the Biopharma II Shares. As the sole general partner of NLBA II and ultimate general partner of Biopharma II, NLB Management II may be deemed to own beneficially the Biopharma II Shares. As the individual managing directors of NLB Management II, each of the NLB Managing Directors and Becker also may be deemed to own beneficially the Biopharma II Shares.

In addition to the NLV II Shares and Biopharma II Shares, Becker is the owner of 3,412 shares of Common Stock underlying a stock option exercisable within 60 days of December 31, 2018.

 

  (b)

Percent of class:

See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 23,860,837 shares of Common Stock outstanding as of November 1, 2018 as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on November 6, 2018.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: see line 5 of cover sheets.*

 

  (ii)

Shared power to vote or to direct the vote: see line 6 of cover sheets.*

 

  (iii)

Sole power to dispose or to direct the disposition of: see line 7 of cover sheets.*

 

  (iv)

Shared power to dispose or to direct the disposition of: see line 8 of cover sheets.*

 

*

Each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record and to the extent of their pecuniary interest therein.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited partnership agreements of each of NLV II, NLVA II, Biopharma II and NLBA II, and the limited liability company agreement of NLV Management II and NLB Management II, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.


CUSIP No. 74257L108       13G       Page 15 of 17 Pages

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certification.

Not applicable.

Material to be Filed as Exhibits.

Exhibit 1 Agreement Regarding Joint Filing of Schedule 13G.


CUSIP No. 74257L108    13G    Page 16 of 17 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2019

 

NEW LEAF VENTURES II, L.P.
By:   NEW LEAF VENTURE ASSOCIATES II, L.P.
  Its General Partner
  By:   NEW LEAF VENTURE MANAGEMENT II, L.L.C.
    Its General Partner
    By:  

/s/ Craig L. Slutzkin

      Craig L. Slutzkin
      Chief Financial Officer
NEW LEAF VENTURE ASSOCIATES II, L.P.
By:   NEW LEAF VENTURE MANAGEMENT II, L.L.C.
  Its General Partner
  By:  

/s/ Craig L. Slutzkin

    Craig L. Slutzkin
    Chief Financial Officer
NEW LEAF VENTURE MANAGEMENT II, L.L.C.
By:  

/s/ Craig L. Slutzkin

  Craig L. Slutzkin
  Chief Financial Officer

*

Vijay K. Lathi

*

Ronald M. Hunt

*

Liam T. Ratcliffe

*

Daniel J. Becker

*

Isaac A. Manke

 

/s/ Craig L. Slutzkin

 

* Craig L. Slutzkin

As attorney-in-fact

 

*

This Schedule 13G was executed by Craig L. Slutzkin on behalf of the individuals listed above pursuant to Powers of Attorney. Note that copies of the applicable Powers of Attorney are already on file with the appropriate agencies.


CUSIP No. 74257L108    13G    Page 17 of 17 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

NEW LEAF BIOPHARMA OPPORTUNITIES II, L.P.
By:   NEW LEAF BPO ASSOCIATES II, L.P.
  Its General Partner
  By:  

NEW LEAF BPO MANAGEMENT

II, L.L.C.

    Its General Partner
    By:  

/s/ Craig L. Slutzkin

      Craig L. Slutzkin
      Chief Financial Officer
NEW LEAF BPO ASSOCIATES II, L.P.
By:   NEW LEAF BPO MANAGEMENT II, L.L.C.
  Its General Partner
  By:  

/s/ Craig L. Slutzkin

    Craig L. Slutzkin
    Chief Financial Officer
NEW LEAF BPO MANAGEMENT II, L.L.C.
By:  

/s/ Craig L. Slutzkin

  Craig L. Slutzkin
  Chief Financial Officer