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