Sec Form 4 Filing - George Simeon @ 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 George Simeon 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SR ONE CAPITAL MANAGEMENT, LP, 161 WASHINGTON STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 09/28/2020 (Street) CONSHOHOCKEN, PA19428 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 ) 2,982,855 D $ 100 0 I See Footnote ( 2 )

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 $ 8.9931 ( 3 ) 09/28/2020 D( 3 ) 28,623 ( 3 ) 12/29/2022 Common Stock 28,623 ( 3 ) 0 I See Footnote ( 2 ) Director Stock Option (right to buy) $ 17 ( 4 ) 09/28/2020 D( 4 ) 20,475 ( 4 ) 09/12/2028 Common Stock 20,475 ( 4 ) 0 D Director Stock Option (right to buy) $ 31.77 ( 4 ) 09/28/2020 D( 4 ) 10,240 ( 4 ) 06/10/2029 Common Stock 10,240 ( 4 ) 0 D Director Stock Option (right to buy) $ 62.66 ( 4 ) 09/28/2020 D( 4 ) 10,240 ( 4 ) 06/03/2030 Common Stock 10,240 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other George Simeon C/O SR ONE CAPITAL MANAGEMENT, LP 161 WASHINGTON STREET, SUITE 500 CONSHOHOCKEN, PA19428 X Signatures /s/ Christopher Y. Chai, Attorney-in-Fact for Simeon J. George 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 (the "Offer Price") in cash, without interest and subject to any applicable withholding taxes. ( 2 )S.R. One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc, is the record holder of these shares reported herein. Simeon J. George is the CEO & Managing Partner of SR One Capital Management LP and as of September 14, 2020 was Chief Executive Officer, President and a Member of the Board of Trustees at S.R. One, Limited and an employee of GlaxoSmithKline LLC, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc. Dr. George disclaims beneficial ownership of all shares held by S.R. One, Limited and this report shall not be deemed an admission of beneficial ownership of such shares for the purpose of Section 16 or for any other purpose except to the extent of his pecuniary interest therein. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each warrant was converted into the right to receive the Offer Price less the applicable exercise price per share of such warrant. ( 4 )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) the Offer Price over (y) the exercise price payable per share under such options.

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).

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