UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)*
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Principia Biopharma Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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74257L108
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(CUSIP Number)
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September 14, 2018 †
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(Date of Event which Requires Filing of this Statement)
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[ ]
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Rule 13d-1(b)
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[x]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare Master Fund, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
457,012 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
457,012 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
457,012 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.9%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Global Healthcare GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
457,012 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
457,012 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
457,012 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.9%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund I, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
450,430 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
450,430 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
450,430 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.9%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
450,430 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
450,430 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
450,430 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.9%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare Fund II, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
540,494 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
540,494 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
540,494 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
2.3%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Private Healthcare GP II, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
540,494 shares
Refer to Item 4 below.
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
540,494 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
540,494 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
2.3%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cormorant Asset Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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|
6 Shared Voting Power
1,486,898 shares
Refer to Item 4 below.
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||
7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,486,898 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,486,898 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
6.3%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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CUSIP NO.
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74257L108
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1
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Bihua Chen
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,486,898 shares
Refer to Item 4 below.
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||
7 Sole Dispositive Power
0 shares
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||
8 Shared Dispositive Power
1,486,898 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,486,898 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
6.3%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN (Individual)
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CUSIP NO.
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74257L108
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(a)
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Name of Issuer
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Principia Biopharma Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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400 East Jamie Court, Suite 302, South San Francisco, CA 94080
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(a)
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Name of Person Filing
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Cormorant Global Healthcare Master Fund, LP
Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund I, LP
Cormorant Private Healthcare GP, LLC
Cormorant Private Healthcare Fund II, LP
Cormorant Private Healthcare GP II, LLC
Cormorant Asset Management, LPBihua Chen |
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(b)
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Address of Principal Business Office or, if none, Residence
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200 Clarendon Street, 52nd Floor
Boston, MA 02116
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(c)
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Citizenship
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Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund I, LP - Delaware Cormorant Private Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund II, LP - Delaware
Cormorant Private Healthcare GP II, LLC - Delaware
Cormorant Asset Management, LP - Delaware Bihua Chen - United States |
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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74257L108
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CUSIP NO.
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74257L108
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Item 4. |
Ownership***
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(a)
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Amount Beneficially Owned***
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Cormorant Global Healthcare Master Fund, LP – 457,012 shares
Cormorant Global Healthcare GP, LLC – 457,012 shares Cormorant Private Healthcare Fund I, LP – 450,430 shares Cormorant Private Healthcare GP, LLC – 450,430 shares
Cormorant Private Healthcare Fund II, LP – 540,494 shares
Cormorant Private Healthcare GP II, LLC – 540,494 shares
Cormorant Asset Management, LP – 1,486,898 shares
Bihua Chen – 1,486,898 shares
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(b)
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Percent of Class
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Cormorant Global Healthcare Master Fund, LP – 1.9%
Cormorant Global Healthcare GP, LLC – 1.9% Cormorant Private Healthcare Fund I, LP – 1.9%
Cormorant Private Healthcare GP, LLC – 1.9%
Cormorant Private Healthcare Fund II, LP – 2.3%
Cormorant Private Healthcare GP II, LLC – 2.3%
Cormorant Asset Management, LP – 6.3% Bihua Chen – 6.3% |
CUSIP NO.
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74257L108
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote
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Cormorant Global Healthcare Master Fund, LP – 0 shares Cormorant Global Healthcare GP, LLC – 0 shares Cormorant Private Healthcare Fund I, LP – 0 shares
Cormorant Private Healthcare GP, LLC – 0 shares
Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP – 0 shares Bihua Chen – 0 shares
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(ii)
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shared power to vote or to direct the vote
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Cormorant Global Healthcare Master Fund, LP – 457,012 shares
Cormorant Global Healthcare GP, LLC – 457,012 shares Cormorant Private Healthcare Fund I, LP – 450,430 shares Cormorant Private Healthcare GP, LLC – 450,430 shares
Cormorant Private Healthcare Fund II, LP – 540,494 shares
Cormorant Private Healthcare GP II, LLC – 540,494 shares
Cormorant Asset Management, LP – 1,486,898 shares
Bihua Chen – 1,486,898 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Cormorant Global Healthcare Master Fund, LP – 0 shares
Cormorant Global Healthcare GP, LLC – 0 shares Cormorant Private Healthcare Fund I, LP – 0 shares
Cormorant Private Healthcare GP, LLC – 0 shares
Cormorant Private Healthcare Fund II, LP – 0 shares
Cormorant Private Healthcare GP II, LLC – 0 shares
Cormorant Asset Management, LP – 0 shares Bihua Chen – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Cormorant Global Healthcare Master Fund, LP – 457,012 shares
Cormorant Global Healthcare GP, LLC – 457,012 shares Cormorant Private Healthcare Fund I, LP – 450,430 shares Cormorant Private Healthcare GP, LLC – 450,430 shares
Cormorant Private Healthcare Fund II, LP – 540,494 shares
Cormorant Private Healthcare GP II, LLC – 540,494 shares
Cormorant Asset Management, LP – 1,486,898 shares
Bihua Chen – 1,486,898 shares
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CUSIP NO.
|
74257L108
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Item 5. |
Ownership of Five Percent or Less of a Class
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Item 8. |
Identification and Classification of Members of the Group
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Item 9. |
Notice of Dissolution of Group
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Item 10. |
Certification
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99.1 |
Joint Filing Agreement by and among the Reporting Persons.
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CUSIP NO.
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74257L108
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