0001209191-20-052229.txt : 20200928
0001209191-20-052229.hdr.sgml : 20200928
20200928172420
ACCESSION NUMBER: 0001209191-20-052229
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200928
FILED AS OF DATE: 20200928
DATE AS OF CHANGE: 20200928
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Becker Daniel J.
CENTRAL INDEX KEY: 0001752139
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38653
FILM NUMBER: 201205359
MAIL ADDRESS:
STREET 1: C/O NEW LEAF VENTURE PARTNERS
STREET 2: TIMES SQ TOWER, 7 TIMES SQ, STE 3502
CITY: NEW YORK
STATE: NY
ZIP: 10036
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 220 EAST GRAND AVENUE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: (650) 416-7700
MAIL ADDRESS:
STREET 1: 220 EAST GRAND AVENUE
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-09-28
1
0001510487
Principia Biopharma Inc.
PRNB
0001752139
Becker Daniel J.
C/O PRINCIPIA BIOPHARMA INC.
220 E. GRAND AVENUE
SOUTH SAN FRANCISCO
CA
94080
1
0
0
0
Common Stock
2020-09-28
4
U
0
667600
100.00
D
0
I
See footnote
Director Stock Option (right to buy)
17.00
2020-09-28
4
D
0
20475
D
2028-09-12
Common Stock
20475
0
D
Director Stock Option (right to buy)
31.77
2020-09-28
4
D
0
10240
D
2029-06-10
Common Stock
10240
0
D
Director Stock Option (right to buy)
62.66
2020-09-28
4
D
0
10240
D
2030-06-03
Common Stock
10240
0
D
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.
The reported shares are held directly by AI Biotechnology LLC ("AIB"), a limited liability company of which the Reporting Person is the holder of units that are treated as profits interest units. The units owned by the Reporting Person do not convey a right to vote or dispose of the shares of the Issuer's Common Stock held by AIB. The Reporting Person disclaims beneficial ownership of all shares held by AIB and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his pecuniary interest therein.
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.
/s/ Christopher Y. Chai, Attorney-in-Fact for Daniel J. Becker
2020-09-28