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*
Sofinnova Venture Partners VIII, L.P.

(Last) (First) (Middle)
SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Preferred Stock (1) (1) Common Stock 625,482 (1) D(2)
Series B-2 Preferred Stock (3) (3) Common Stock 521,235 (3) D(2)
Series B-3 Preferred Stock (4) (4) Common Stock 453,954 (4) D(2)
Series C Preferred Stock (5) (5) Common Stock 167,537 (5) D(2)
Warrant to Purchase Series B-3 Preferred Stock (6) 12/29/2022 Series B-3 Preferred Stock(4) 20,938 8.9931 D(2)
1. Name and Address of Reporting Person*
Sofinnova Venture Partners VIII, L.P.

(Last) (First) (Middle)
SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Management VIII, L.L.C.

(Last) (First) (Middle)
SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEALY JAMES

(Last) (First) (Middle)
SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
POWELL MICHAEL

(Last) (First) (Middle)
SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mehra Anand

(Last) (First) (Middle)
SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Each share of the Series B-1 Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B-1 Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series B-1 Preferred Stock has no expiration date.
2. The shares are held of record by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual managing members of SM VIII are Michael Powell, James Healy and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares held by SVP VIII except to the extent of any pecuniary interest therein.
3. Each share of the Series B-2 Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B-2 Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series B-2 Preferred Stock has no expiration date.
4. Each share of the Series B-3 Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B-3 Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series B-3 Preferred Stock has no expiration date.
5. Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series C Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series C Preferred Stock has no expiration date.
6. This warrant is exercisable at any time.
Remarks:
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P. 09/13/2018
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C. 09/13/2018
/s/ Nathalie Auber, Attorney-in-Fact for James Healy 09/13/2018
/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 09/13/2018
/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 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).
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