0001104659-18-059133.txt : 20180927 0001104659-18-059133.hdr.sgml : 20180927 20180927170516 ACCESSION NUMBER: 0001104659-18-059133 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180927 DATE AS OF CHANGE: 20180927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Principia Biopharma Inc. CENTRAL INDEX KEY: 0001510487 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263487603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90643 FILM NUMBER: 181091668 BUSINESS ADDRESS: STREET 1: 400 EAST JAMIE COURT, SUITE 302 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 416-7700 MAIL ADDRESS: STREET 1: 400 EAST JAMIE COURT, SUITE 302 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBM Healthcare Investments (Cayman) Ltd. CENTRAL INDEX KEY: 0001232258 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2454 WEST BAY ROAD, 3RD FLOOR CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 1 345 946 8002 MAIL ADDRESS: STREET 1: P.O BOX 30852 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1204 FORMER COMPANY: FORMER CONFORMED NAME: HBM BIOVENTURES CAYMAN LTD DATE OF NAME CHANGE: 20030512 SC 13G 1 a18-36067_1sc13g.htm SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Principia Biopharma Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74257L108

(CUSIP Number)

September 18, 2018

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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 the disclosures provided in a prior cover page.

 

The information required in 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).

 


 

CUSIP No. 74257L108

13G

 

 

 

1.

Names of Reporting Persons
HBM Healthcare Investments (Cayman) Ltd.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands, British West Indies

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
1,258,923(1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,258,923(1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,258,923 (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
5.32%(2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(1)                                     Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. The board of directors of HBM Healthcare Investments (Cayman) Ltd. consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares.

 

(2)                                     This percentage is calculated based upon 23,665,610 shares of the Issuer’s Common Stock outstanding (includes the exercise of the underwriters’ overallotment), as set forth in Issuer’s Rule 424(b)(4) Prospectus, filed with the Securities and Exchange Commission on September 17, 2018. Issuer’s press release dated September 18, 2017 reported that such overallotment was exercised in full.

 

2


 

Item 1(a).

Name of Issuer:
Principia Biopharma Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
400 East Jamie Court, Suite 302

South San Francisco, California 94080

 

Item 2(a).

Name of Person Filing:
HBM Healthcare Investments (Cayman) Ltd.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Governors Square

Suite #4-212-2

23 Lime Tree Bay Avenue

West Bay

Grand Cayman, Cayman Islands

Item 2(c).

Citizenship:
Cayman Islands, British West Indies

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
74257L108

 

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:

 

Not applicable

 

 

Item 4.

Ownership

 

(a)

Amount beneficially owned:   

1,258,923(1)

 

(b)

Percent of class:   

5.32%(2)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

1,258,923(1)

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

1,258,923(1)

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

3


 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of a Group

Not applicable

 

(1)                                     Voting and investment power over the shares held by HBM Healthcare Investments (Cayman) Ltd. is exercised by the board of directors of HBM Healthcare Investments (Cayman) Ltd. The board of directors of HBM Healthcare Investments (Cayman) Ltd. consists of Jean-Marc LeSieur, Richard H. Coles, Sophia Harris, Dr. Andreas Wicki, Mark Kronenfeld, M.D. and Richard Paul Woodhouse, none of whom has individual voting or investment power with respect to the shares.

 

(2)                                     This percentage is calculated based upon 23,665,610 shares of the Issuer’s Common Stock outstanding (includes the exercise of the underwriters’ overallotment), as set forth in Issuer’s Rule 424(b)(4) Prospectus, filed with the Securities and Exchange Commission on September 17, 2018. Issuer’s press release dated September 18, 2018 reported that such overallotment was exercised in full.

 

4


 

Item 10.

Certification

Not applicable

 

SIGNATURE

 

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.

 

 

 

September 27, 2018

 

 

 

 

 

HBM HEALTHCARE INVESTMENTS (CAYMAN) LTD.

 

 

 

 

 

 

By:

/s/ Jean-Marc LeSieur

 

 

Jean-Marc LeSieur, Managing Director

 

Attention:                                        Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

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