0001562180-20-001638.txt : 20200224 0001562180-20-001638.hdr.sgml : 20200224 20200224211534 ACCESSION NUMBER: 0001562180-20-001638 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200224 DATE AS OF CHANGE: 20200224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nunn Jason Raleigh CENTRAL INDEX KEY: 0001444319 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36668 FILM NUMBER: 20646997 MAIL ADDRESS: STREET 1: 1119 ST. PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dermira, Inc. CENTRAL INDEX KEY: 0001557883 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 273267680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 275 MIDDLEFIELD ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 421 7200 MAIL ADDRESS: STREET 1: 275 MIDDLEFIELD ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2020-02-20 true 0001557883 Dermira, Inc. DERM 0001444319 Nunn Jason Raleigh C/O DERMIRA, INC. 275 MIDDLEFIELD ROAD, SUITE 150 MENLO PARK CA 94025 true false false false Common Stock 2020-02-20 4 D false 6000.00 18.75 D 0.00 D Director Stock Option (right to buy) 16.00 2020-02-20 4 D false 10334.00 D 2025-06-10 Common Stock 10334.00 0.00 D Director Stock Option (right to buy) 28.82 2020-02-20 4 D false 10344.00 D 2026-06-20 Common Stock 10344.00 0.00 D Director Stock Option (right to buy) 28.01 2020-02-20 4 D false 6000.00 D 2027-06-12 Common Stock 6000.00 0.00 D Director Stock Option (right to buy) 9.95 2020-02-20 4 D false 6000.00 D 2028-06-12 Common Stock 6000.00 0.00 D Director Stock Option (right to buy) 9.38 2020-02-20 4 D false 6000.00 D 2029-06-03 Common Stock 6000.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 3000.00 D Common Stock 3000.00 0.00 D 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. 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. 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. /s/ Andrew L Guggenhime as attorney-in-fact 2020-02-24 EX-24 2 jnunnpoa2019.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Andrew Guggenhime, Valerie Barnett, Douglas Cogen, Michael Brown, Katherine Duncan, Jennifer Hitchcock, Nanette Agustines and Winston Macaraeg, and each of them, as his or her true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a representative of Dermira, Inc. (the "Company"), any and all Form ID, or Form 3, 4 or 5 reports and any amendments thereto required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder with respect to transactions in the Company's securities; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID, or Form 3, 4 or 5 report and any amendments thereto and timely file such report with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4 or 5 reports with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of June, 2019. /s/ Jake R. Nunn