Sec Form 3 Filing - Sofinnova Venture Partners VIII, L.P. @ Principia Biopharma Inc. - 2018-09-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sofinnova Venture Partners VIII, L.P. 2. Issuer Name and Ticker or Trading Symbol Principia Biopharma Inc. [ PRNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SOFINNOVA VENTURES, 3000 SAND HILL ROAD, 4-250 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2018 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 625,482 D ( 2 ) Series B-2 Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 521,235 D ( 2 ) Series B-3 Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 453,954 D ( 2 ) Series C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 167,537 D ( 2 ) Warrant to Purchase Series B-3 Preferred Stock $ 8.9931 ( 6 ) 12/29/2022 Series B-3 Preferred Stock ( 4 ) 20,938 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sofinnova Venture Partners VIII, L.P. SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Sofinnova Management VIII, L.L.C. SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X HEALY JAMES SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X POWELL MICHAEL SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Mehra Anand SOFINNOVA VENTURES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Signatures /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P. 09/13/2018 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C. 09/13/2018 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for James Healy 09/13/2018 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 09/13/2018 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 09/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Series B-1 Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B-1 Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series B-1 Preferred Stock has no expiration date. ( 2 )The shares are held of record by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual managing members of SM VIII are Michael Powell, James Healy and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares held by SVP VIII except to the extent of any pecuniary interest therein. ( 3 )Each share of the Series B-2 Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B-2 Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series B-2 Preferred Stock has no expiration date. ( 4 )Each share of the Series B-3 Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B-3 Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series B-3 Preferred Stock has no expiration date. ( 5 )Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 1 share of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series C Preferred Stock will automatically convert into 1 share of the Issuer's common stock. The Series C Preferred Stock has no expiration date. ( 6 )This warrant is exercisable at any time.

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