SC 13G/A 1 tm207776d1_sc13ga.htm SCHEDULE 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

Principia Biopharma Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74257L108

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 11 Pages

Exhibit Index Contained on Page 10

CUSIP NO. 74257L108

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Sofinnova Venture Partners VIII, L.P. (“SVP VIII”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON

WITH

SOLE VOTING POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), except that Sofinnova Management VIII, L.L.C. (“SM VIII”), the general partner of SVP VIII, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy”), the managing members of SM VIII, may be deemed to have shared power to vote these shares.

SHARED VOTING POWER

See response to row 5.

SOLE DISPOSITIVE POWER

1,438,196 shares (of which 20,938 are issuable upon exercise of warrants), except that SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power and Powell and Healy, the managing members of SM VIII, may be deemed to have shared power to dispose of these shares.

SHARED DISPOSITIVE POWER

See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,438,196 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	4.4%
12	TYPE OF REPORTING PERSON (See Instructions)	PN

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1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only). Sofinnova Management VIII, L.L.C. (“SM VIII”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON

WITH

SOLE VOTING POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Powell and Healy, the managing members of SM VIII, may be deemed to have shared power to vote these shares.

SHARED VOTING POWER

See response to row 5.

SOLE DISPOSITIVE POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Powell and Healy, the managing members of SM VIII, may be deemed to have shared dispositive power over these shares.

SHARED DISPOSITIVE POWER

See response to row 7.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,438,196 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)	4.4%
12	TYPE OF REPORTING PERSON (See Instructions)	OO

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1	NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Powell (“Powell”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON

WITH

SOLE VOTING POWER

0 shares.

SHARED VOTING POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Powell, a managing member of SM VIII, may be deemed to have shared voting power to vote these shares.

SOLE DISPOSITIVE POWER

0 shares.

SHARED DISPOSITIVE POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Powell, a managing member of SM VIII, may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,438,196 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.4%
12	TYPE OF REPORTING PERSON	IN

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1	NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. James I. Healy (“Healy”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON

WITH

SOLE VOTING POWER

0 shares.

SHARED VOTING POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Healy, a managing member of SM VIII, may be deemed to have shared voting power to vote these shares.

SOLE DISPOSITIVE POWER

0 shares.

SHARED DISPOSITIVE POWER

1,438,196 shares (of which 20,938 shares are issuable upon exercise of warrants), all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Healy, a managing member of SM VIII, may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,438,196 shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	4.4%
12	TYPE OF REPORTING PERSON	IN

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This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) amends and restates in its entirety the Schedule 13G previously filed on February 12, 2019 (“Original Schedule 13G”).

ITEM 1(A).

NAME OF ISSUER

Principia Biopharma Inc.

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

220 East Grand Avenue

South San Francisco, CA 94080

ITEM 2(A).

NAME OF PERSONS FILING

This Statement is filed by Sofinnova Venture Partners VIII, L.P. (“SVP VIII”), Sofinnova Management VIII, L.L.C. (“SM VIII”), Dr. Michael F. Powell (“Powell”) and Dr. James I. Healy (“Healy”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Dr. Anand Mehra, a reporting person on the Original Schedule 13G, is no longer a managing member of SM VIII, and accordingly, is no longer a reporting person on this Amendment No. 1.

SM VIII, the general partner of SVP VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP VIII. Powell and Healy are the managing members of SM VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by SVP VIII.

ITEM 2(B).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

The address for each of the Reporting Persons is:

c/o Sofinnova Investments, Inc.

3000 Sand Hill Road, Bldg. 4, Suite 250

Menlo Park, CA 94025

ITEM 2(C)

CITIZENSHIP

SVP VIII is a Delaware limited partnership. SM VIII is a Delaware limited liability company. Powell and Healy are United States citizens.

ITEM 2(D) AND (E).

TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

Common Stock
CUSIP # 74257L108

ITEM 3.

Not Applicable.

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ITEM 4.

OWNERSHIP

The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2019 and percentages are calculated on 32,786,610 shares outstanding on October 31, 2019 as reported by the Issuer:

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x Yes

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreement of SVP VIII and the limited liability company agreement of SM VIII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

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ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10.

CERTIFICATION.

Not applicable.

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SIGNATURES

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.

Date: February 12, 2020

Sofinnova Venture Partners VIII, L.P.	/s/ Nathalie Auber
By Sofinnova Management VIII, L.L.C.	Nathalie Auber, Attorney-in-Fact*
Its General Partner

Sofinnova Management VIII, L.L.C.	/s/ Nathalie Auber
	Nathalie Auber, Attorney-in-Fact*


Michael F. Powell	/s/ Nathalie Auber
	Nathalie Auber, Attorney-in-Fact*


James I. Healy	/s/ Nathalie Auber
	Nathalie Auber, Attorney-in-Fact*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

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EXHIBIT INDEX

		Found on Sequentially
Exhibit		Numbered Page

Exhibit A: Agreement of Joint Filing		11

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exhibit A

Agreement of Joint Filing

An Agreement of Joint Filing was filed as Exhibit A to the Reporting Persons’ initial filing on Schedule 13G and is incorporated herein by reference.