Sec Form 4 Filing - Babler Martin @ Principia Biopharma Inc. - 2020-09-28

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 Babler Martin 2. Issuer Name and Ticker or Trading Symbol Principia Biopharma Inc. [ PRNB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO (Last) (First) (Middle) C/O PRINCIPIA BIOPHARMA INC., 220 E. GRAND AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2020 (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 09/28/2020 U( 1 ) 1,023 ( 2 ) D $ 100 0 D Common Stock 09/28/2020 U( 1 ) 39,179 D $ 100 0 I See footnote ( 3 ) Common Stock 09/28/2020 U( 1 ) 18,355 D $ 100 0 I See footnote ( 4 )

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 Warrant (Right to Buy) $ 8.9931 09/28/2020 D( 5 ) 255 ( 5 ) 12/29/2022 Common Stock 255 ( 5 ) 0 I See footnote ( 4 ) Employee Stock Option (right to buy) $ 1.9076 09/28/2020 D( 6 ) 50,795 ( 6 ) 07/02/2022 Common Stock 50,795 ( 6 ) 0 D Employee Stock Option (right to buy) $ 2.9977 09/28/2020 D( 6 ) 85,728 ( 6 ) 10/23/2023 Common Stock 85,728 ( 6 ) 0 D Employee Stock Option (right to buy) $ 3.1794 09/28/2020 D( 6 ) 110,085 ( 6 ) 06/26/2024 Common Stock 110,085 ( 6 ) 0 D Employee Stock Option (right to buy) $ 4.7236 09/28/2020 D( 6 ) 83,004 ( 6 ) 12/25/2024 Common Stock 83,004 ( 6 ) 0 D Employee Stock Option (right to buy) $ 4.9961 09/28/2020 D( 6 ) 60,546 ( 6 ) 07/20/2025 Common Stock 60,546 ( 6 ) 0 D Employee Stock Option (right to buy) $ 7.2671 09/28/2020 D( 6 ) 115,590 ( 6 ) 12/13/2027 Common Stock 115,590 ( 6 ) 0 D Employee Stock Option (right to buy) $ 11.3549 09/28/2020 D( 6 ) 187,144 ( 6 ) 08/23/2028 Common Stock 187,144 ( 6 ) 0 D Employee Stock Option (right to buy) $ 35.42 09/28/2020 D( 6 ) 155,000 ( 6 ) 02/28/2029 Common Stock 155,000 ( 6 ) 0 D Employee Stock Option (right to buy) $ 67.31 09/28/2020 D( 6 ) 200,000 ( 6 ) 03/04/2030 Common Stock 200,000 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Babler Martin C/O PRINCIPIA BIOPHARMA INC. 220 E. GRAND AVENUE SOUTH SAN FRANCISCO, CA94080 X President, CEO Signatures /s/ Christopher Y. Chai, Attorney-in-Fact for Martin Babler 09/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Includes 213 shares acquired under the Employment Stock Purchase Plan on September 25, 2020. ( 3 )Shares indirectly held by Babler Trust Agreement Dated October 25, 2006, of which the Reporting Person is a trustee and may be deemed to share voting and dispositive power over these shares. ( 4 )Shares indirectly held by Martin Babler, as custodian for his minor children under California Uniform Transfer to Minors Act, of which the Reporting Person is a custodian and may be deemed to share voting and dispositive power over these shares. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each warrant was converted into the right to receive $100.00 less the applicable exercise price per share of such warrant. ( 6 )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.

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