SC 13G/A 1 tm207378d1_sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

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)

 

xRule 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).

 

(Continued on following pages)

 

 

Page 1 of 16

Exhibit Index on Page 14

 

 

CUSIP #74257L108Page 2 of 16

 

1

NAME OF REPORTING PERSONS

Morgenthaler Venture Partners IX, L.P. (“Morgenthaler IX”)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER

-0-

  
6

SHARED VOTING POWER

-0-

  
7

SOLE DISPOSITIVE POWER

-0-

  
8

SHARED DISPOSITIVE POWER

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON PN

 

 

CUSIP #74257L108Page 3 of 16

 

1

NAME OF REPORTING PERSONS 

Morgenthaler Management Partners IX, LLC (“Morgenthaler IX GP”)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware		  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

-0- 

  
6

SHARED VOTING POWER

-0- 

  
7

SOLE DISPOSITIVE POWER

-0- 

  
8

SHARED DISPOSITIVE POWER

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON OO

 

 

CUSIP #74257L108Page 4 of 16

 

1

NAME OF REPORTING PERSONS 

Robert C. Bellas, Jr. (“Bellas”)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States		  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

-0-

  
6

SHARED VOTING POWER

-0- 

  
7

SOLE DISPOSITIVE POWER

-0- 

  
8

SHARED DISPOSITIVE POWER

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 5 of 16

 

1

NAME OF REPORTING PERSONS 

Ralph E. Christoffersen (“Christoffersen”) 

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER

-0- 

  
7

SOLE DISPOSITIVE POWER

- 0 - 

  
8

SHARED DISPOSITIVE POWER 

-0- 

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 6 of 16

 

1

NAME OF REPORTING PERSONS 

Jason Lettmann (“Lettmann”) 

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER 

-0-

  
7

SOLE DISPOSITIVE POWER 

- 0 - 

  
8

SHARED DISPOSITIVE POWER 

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 7 of 16

 

1

NAME OF REPORTING PERSONS 

Gary R. Little (“Little”)

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION 

United States 

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER 

-0- 

  
7

SOLE DISPOSITIVE POWER 

- 0 - 

  
8

SHARED DISPOSITIVE POWER 

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 8 of 16

 

1

NAME OF REPORTING PERSONS 

Rebecca Lynn (“Lynn”)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION 

United States

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER 

-0-

  
7

SOLE DISPOSITIVE POWER 

- 0 -

  
8

SHARED DISPOSITIVE POWER 

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 9 of 16

 

1

NAME OF REPORTING PERSONS 

Gary J. Morgenthaler (“Morgenthaler”)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION 

United States

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER 

-0- 

  
7

SOLE DISPOSITIVE POWER 

- 0 -

  
8

SHARED DISPOSITIVE POWER 

-0- 

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ 
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 10 of 16

 

1

NAME OF REPORTING PERSONS 

Robert D. Pavey (“Pavey”) 

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION 

United States 

  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER 

-0-

  
7

SOLE DISPOSITIVE POWER 

- 0 -

  
8

SHARED DISPOSITIVE POWER 

-0-

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 11 of 16

 

1

NAME OF REPORTING PERSONS 

Henry Plain (“Plain”)

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨   (b) x

3 SEC USE ONLY  
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States		  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER 

- 0 -

  
6

SHARED VOTING POWER 

-0-

  
7

SOLE DISPOSITIVE POWER

- 0 -

  
8

SHARED DISPOSITIVE POWER 

-0- 

  

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12 TYPE OF REPORTING PERSON IN

 

 

CUSIP #74257L108Page 12 of 16

 

This Amendment No. 1 amends the Statement on Schedule 13G, previously filed by Morgenthaler Venture Partners IX, L.P., a Delaware limited partnership, Morgenthaler Management Partners IX, LLC a Delaware limited liability company, Robert C. Bellas, Jr., Ralph E. Christoffersen, Jason Lettmann, Gary R. Little, Rebecca Lynn, Gary J. Morgenthaler, Robert D. Pavey and Henry Plain. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of December 31, 2019:

 

(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

 

 

CUSIP #74257L108Page 13 of 16

 

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 10, 2020

 

  MORGENTHALER VENTURE PARTNERS, IX, L.P.
     
  By: MORGENTHALER MANAGEMENT PARTNERS IX, LLC
  Its: General Partner
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Chief Financial Officer and Chief Compliance Officer
     
     
  MORGENTHALER MANAGEMENT PARTNERS IX, LLC
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Chief Financial Officer and Chief Compliance Officer
     
     
  ROBERT C. BELLAS, JR.
  RALPH E. CHRISTOFFERSEN
  JASON LETTMANN
  GARY R. LITTLE
  REBECCA LYNN
  GARY J. MORGENTHALER
  ROBERT D. PAVEY
  HENRY PLAIN
     
  By: /s/ Travis Boettner
  Name:  Travis Boettner
  Title: Chief Financial Officer and Chief Compliance Officer

 

 

CUSIP #74257L108Page 14 of 16

 

EXHIBIT INDEX

 

  Found on Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 15
   
Exhibit B:  Power of Attorney 16

 

 

CUSIP #74257L108Page 15 of 16

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

Date: February 10, 2020

 

  MORGENTHALER VENTURE PARTNERS, IX, L.P.
     
  By: MORGENTHALER MANAGEMENT PARTNERS IX, LLC
  Its: General Partner
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Chief Financial Officer and Chief Compliance Officer
     
     
  MORGENTHALER MANAGEMENT PARTNERS IX, LLC
     
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Chief Financial Officer and Chief Compliance Officer
     
     
  ROBERT C. BELLAS, JR.
  RALPH E. CHRISTOFFERSEN
  JASON LETTMANN
  GARY R. LITTLE
  REBECCA LYNN
  GARY J. MORGENTHALER
  ROBERT D. PAVEY
  HENRY PLAIN
     
  By: /s/ Travis Boettner
  Name: Travis Boettner
  Title: Chief Financial Officer and Chief Compliance Officer

 

 

CUSIP #74257L108Page 16 of 16

 

exhibit B

 

Power of Attorney

 

Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.