Sec Form 4 Filing - Hardiman Roy C. @ Principia Biopharma Inc. - 2019-12-13

FORM 4 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 Hardiman Roy C. 2. Issuer Name and Ticker or Trading Symbol Principia Biopharma Inc. [ PRNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Business Officer (Last) (First) (Middle) C/O PRINCIPIA BIOPHARMA INC., 220 E. GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2019 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 12/13/2019 M 871 A $ 4.7236 121,014 ( 1 ) D Common Stock 12/13/2019 M 4,129 A $ 4.9961 125,143 D Common Stock 12/13/2019 S( 2 ) 3,381 D $ 49.202 ( 3 ) 121,762 D Common Stock 12/13/2019 S( 2 ) 1,619 D $ 49.8344 ( 4 ) 120,143 D Common Stock 1,376 I See footnote ( 5 )

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 Employee Stock Option (right to buy) $ 4.7236 12/13/2019 M 871 ( 6 ) 02/25/2025 Common Stock 871 $ 0 12,758 D Employee Stock Option (right to buy) $ 4.9961 12/13/2019 M 4,129 ( 7 ) 07/20/2025 Common Stock 4,129 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hardiman Roy C. C/O PRINCIPIA BIOPHARMA INC. 220 E. GRAND AVENUE SOUTH SAN FRANCISCO, CA94080 Chief Business Officer Signatures /s/ Christopher Y. Chai, Attorney-in-Fact for Roy Hardiman 12/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,500 shares and 441 shares acquired under the Employment Stock Purchase Plan on May 15, 2019 and November 15, 2019 respectively. ( 2 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. ( 3 )Represents the weighted average sales price per share. The shares sold at prices ranging from $48.49 to $49.48 per share. Upon request by the Commission staff, Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. ( 4 )Represents the weighted average sales price per share. The shares sold at prices ranging from $49.57 to $50.04 per share. Upon request by the Commission staff, Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in this Form 4. ( 5 )Shares indirectly held by Roy Hardiman, as Custodian for Riley James Hardiman, Under California Uniform Transfers to Minors Act, of which the Reporting Person is a custodian and may be deemed to share voting and dispositive power over these shares. ( 6 )The stock option vested and became exercisable as to 25% of the shares subject to the option on January 5, 2016, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. ( 7 )The stock option vested and became exercisable as to 25% of the shares subject to the option on July 21, 2016, and thereafter vests as to 1/48th of the shares in equal monthly installments, until such time as the option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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