| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Dermira, Inc. [ DERM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/20/2020 | D(1) | 6,000 | D | $18.75(1) | 0.00 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Director Stock Option (right to buy) | $16 | 02/20/2020 | D(1) | 10,334 | (2) | 06/10/2025 | Common Stock | 10,334 | (2) | 0.00 | D | ||||
| Director Stock Option (right to buy) | $28.82 | 02/20/2020 | D(1) | 10,344 | (2) | 06/20/2026 | Common Stock | 10,344 | (2) | 0.00 | D | ||||
| Director Stock Option (right to buy) | $28.01 | 02/20/2020 | D(1) | 6,000 | (2) | 06/12/2027 | Common Stock | 6,000 | (2) | 0.00 | D | ||||
| Director Stock Option (right to buy) | $9.95 | 02/20/2020 | D(1) | 6,000 | (2) | 06/12/2028 | Common Stock | 6,000 | (2) | 0.00 | D | ||||
| Director Stock Option (right to buy) | $9.38 | 02/20/2020 | D(1) | 6,000 | (2) | 06/03/2029 | Common Stock | 6,000 | (2) | 0.00 | D | ||||
| Restricted Stock Unit | (3) | 02/20/2020 | D(1) | 3,000 | (3) | (3) | Common Stock | 3,000 | (3) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated January 10, 2020, by and among Dermira, Inc. ("Dermira"), Eli Lilly and Company, an Indiana corporation ("Lilly"), and Bald Eagle Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Lilly ("Merger Sub"), Merger Sub merged with and into Dermira, with Dermira surviving as a wholly owned subsidiary of Lilly (the "Merger"), effective as of February 20, 2020. Pursuant to the Merger Agreement, each issued and outstanding share (the "Shares") of Dermira common stock, par value $0.001 per share, was purchased at a price of $18.75 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to withholding taxes. |
| 2. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Dermira stock option, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to the product of (x) the number of Shares issuable under such option multiplied by (y) the excess, if any, of (A) the Offer Price over (B) the per share exercise price of such option. Any outstanding Dermira stock options with an exercise price equal to or greater than the Offer Price were canceled for no consideration at the Effective Time. |
| 3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each Dermira restricted stock unit ("RSU"), whether vested or unvested, was canceled and converted into the right to receive an amount of cash equal to the product of (x) the number of Shares underlying such Dermira RSU multiplied by (y) the Offer Price. |
| Remarks: |
| /s/ Andrew L Guggenhime as attorney-in-fact | 02/24/2020 | |
| ** Signature of Reporting Person | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
