SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Goldstein David

(Last)

(First)

(Middle)

C/O PRINCIPIA BIOPHARMA INC.

400 EAST JAMIE COURT, SUITE 302

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2018

3. Issuer Name and Ticker or Trading Symbol
Principia Biopharma Inc. [ PRNB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Scientific Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	28,027	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽¹⁾	02/13/2022	Common Stock	1,126	0.6359	D
Employee Stock Option (right to buy)	⁽¹⁾	07/02/2022	Common Stock	6,147	1.9076	D
Employee Stock Option (right to buy)	⁽¹⁾	04/17/2023	Common Stock	1,651	1.9076	D
Employee Stock Option (right to buy)	⁽¹⁾	10/23/2023	Common Stock	15,522	2.9977	D
Employee Stock Option (right to buy)	⁽¹⁾	06/26/2024	Common Stock	16,513	3.1794	D
Employee Stock Option (right to buy)	⁽²⁾	12/25/2024	Common Stock	13,210	4.7236	D
Employee Stock Option (right to buy)	⁽³⁾	12/25/2024	Common Stock	8,807	4.7236	D
Employee Stock Option (right to buy)	⁽⁴⁾	07/20/2025	Common Stock	15,412	4.9961	D
Employee Stock Option (right to buy)	⁽⁵⁾	03/14/2026	Common Stock	22,017	4.9961	D
Employee Stock Option (right to buy)	⁽⁶⁾	12/13/2017	Common Stock	34,677	7.2671	D
Employee Stock Option (right to buy)	⁽⁷⁾	08/23/2028	Common Stock	44,034	11.3549	D

Explanation of Responses:

1. The stock option is fully vested and immediately exercisable.

2. The stock option vested and became exercisable as to 25% of the shares subject to the option on October 1, 2015, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

3. The stock option vested and became exercisable as to 25% of the shares subject to the option on November 11, 2015, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

4. The stock option vested and became exercisable as to 25% of the shares subject to the option on July 21, 2016, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

5. The stock option vested and became exercisable as to 25% of the shares subject to the option on February 15, 2017, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

6. The stock option will vest and become exercisable as to 25% of the shares subject to the option on December 14, 2018, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

7. The stock option will vest and become exercisable as to 25% of the shares subject to the option on August 23, 2019, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

Remarks:

	David Goldstein, by /s/ Ron Metzger, Attorney-in-Fact	09/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.