Statement of Changes in Beneficial Ownership (4)
2020年9月29日 - 6:17AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Thomas Dolca |
2. Issuer Name and Ticker or Trading Symbol
Principia Biopharma Inc.
[
PRNB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer |
(Last)
(First)
(Middle)
C/O PRINCIPIA BIOPHARMA INC., 220 E. GRAND AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/28/2020 |
(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/28/2020 | | U(1) | | 2207 (2) | D | $100.00 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $23.77 | 9/28/2020 | | D (3) | | | 168057 | (3) | 10/22/2028 | Common Stock | 168057 | (3) | 0 | D | |
Employee Stock Option (right to buy) | $35.42 | 9/28/2020 | | D (3) | | | 60000 | (3) | 2/28/2029 | Common Stock | 60000 | (3) | 0 | D | |
Employee Stock Option (right to buy) | $67.31 | 9/28/2020 | | D (3) | | | 55000 | (3) | 3/4/2030 | Common Stock | 55000 | (3) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of August 16, 2020, by and among Principia Biopharma Inc. (the "Issuer"), Sanofi ("Sanofi") and Kortex Acquisition Corp. ("Purchaser") (the "Merger Agreement"), on September 28, 2020, Purchaser merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Sanofi (the "Merger"). At the effective time of the Merger (the "Effective Time"), these shares were canceled in exchange for $100.00 per share in cash, without interest and subject to any applicable withholding taxes. |
(2) | Includes 381 shares acquired under the Employment Stock Purchase Plan on September 25, 2020. |
(3) | Pursuant to the Merger Agreement, at the Effective Time, each of the unvested and outstanding options was accelerated and became fully vested, and each of the outstanding options was canceled and converted into the right to receive a cash amount equal to the product of (i) the number of shares that are subject to such options, multiplied by (ii) the excess (if any) of (x) $100.00 over (y) the exercise price payable per share under such options. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Thomas Dolca C/O PRINCIPIA BIOPHARMA INC. 220 E. GRAND AVENUE SOUTH SAN FRANCISCO, CA 94080 |
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| Chief Medical Officer |
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Signatures
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/s/ Christopher Y. Chai, Attorney-in-Fact for Dolca Thomas | | 9/28/2020 |
**Signature of Reporting Person | Date |
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