OrbiMed Capital GP IV LLC - 3 filing on 2018-09-13

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^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

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

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

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

	Form filed by One Reporting Person
X	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)

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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,070,771	0.00	I	See footnote⁽²⁾⁽³⁾
Series B-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	312,741	0.00	I	See footnote⁽²⁾⁽³⁾
Series B-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	260,617	0.00	I	See footnote⁽²⁾⁽³⁾
Series B-3 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	544,047	0.00	I	See footnote⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	167,537	0.00	I	See footnote⁽²⁾⁽³⁾
Warrant to Purchase Series B-3 Convertible Preferred Stock	⁽⁴⁾	12/29/2022	Series B-3 Convertible Preferred Stock⁽¹⁾	28,623	8.9931	I	See footnote⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

ORBIMED ADVISORS LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OrbiMed Capital GP IV LLC

(Last)

(First)

(Middle)

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. All series of convertible preferred stock will automatically convert into the number of shares of the Issuer's common stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.

2. These securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV, and OrbiMed Advisors LLC ("Advisors") is the managing member of GP IV. By virtue of such relationships, GP IV and Advisors may be deemed to have voting and investment power with respect to the shares held by OPI IV and as a result may be deemed to have beneficial ownership of such shares. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein.

3. This report on Form 3 is jointly filed by GP IV and Advisors. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. This warrant is exercisable at any time.

Remarks:

	/s/ Douglas Coon, as attorney-in-fact	09/13/2018
	** Signature of Reporting Person	Date
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