Filing Details

PRINCIPIA BIOPHARMA INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74257L108

(CUSIP Number)

September 18, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

Item 1.          (a) Name of Issuer:

Principia Biopharma Inc.

 

(b) Address of Issuer’s Principal Executive Offices:

400 East Jamie Court, Suite 302

South San Francisco, CA 94080

 

 

This Schedule 13G is being filed by each of the following persons (each a “Reporting Person”, and together, the “Reporting Persons”):

 

(i)

OrbiMed Capital GP IV LLC (“GP IV”)

 

(ii)

OrbiMed Advisors LLC (“Advisors”)

 

 

See Exhibit A for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.

 

(b) Address of Principal Business Office:

601 Lexington Avenue, 54th Floor

 

New York, NY 10022

 

(c) Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

 

(d) Title of Class of Securities:

Common Stock

 

(e) CUSIP No.:

               74257L108

 

 Item 3.

 

Not Applicable

 

 

 Item 4. Ownership:

GP IV is the sole general partner of OrbiMed Private Investments IV, LP (“OPI IV”), which holds 2,634,336 shares of common stock of the Issuer (“Shares”), which includes 28,623 Shares subject to currently exercisable warrants to purchase Shares held by the Reporting Persons.  Advisors is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934, as amended, and is the Managing Member of GP IV. As a result, Advisors and GP IV share the power to direct the vote and the disposition of the Shares held of record by OPI IV.  Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.  On the basis of these relationships, GP IV and Advisors may be deemed to share beneficial ownership of the Shares held by OPI IV.

 

(a)   Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).

(b)   Percent of class: See the response(s) to Item 11 on the attached cover page(s).

(c)   Number of shares as to which such person has:

(i)   Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

(ii)   Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

(iii)   Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

(iv)   Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).

 

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.

 

See Item 4.

 

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.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

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.

 

Dated: September 27, 2018

 

---