0001562180-20-001621.txt : 20200224 0001562180-20-001621.hdr.sgml : 20200224 20200224193223 ACCESSION NUMBER: 0001562180-20-001621 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200220 FILED AS OF DATE: 20200224 DATE AS OF CHANGE: 20200224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAUER EUGENE A CENTRAL INDEX KEY: 0001210524 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36668 FILM NUMBER: 20646690 MAIL ADDRESS: STREET 1: C/O DERMIRA, INC. STREET 2: 275 MIDDLEFIELD ROAD, SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 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 0001210524 BAUER EUGENE A C/O DERMIRA, INC. 275 MIDDLEFIELD ROAD, SUITE 150 MENLO PARK CA 94025 true true false false Chief Medical Officer Common Stock 2020-02-11 5 G false E 12924.00 0.00 D 3726.00 D Common Stock 2020-02-11 5 G false E 10772.00 0.00 D 16206.00 I By the Bauer Family 1995 Trust Common Stock 2020-02-20 4 D false 3726.00 18.75 D 0.00 D Common Stock 2020-02-20 4 D false 16206.00 18.75 D 0.00 I By the Bauer Family 1995 Trust Stock Options (Right to buy) 0.986 2020-02-20 4 D false 110434.00 D 2021-10-03 Common Stock 110434.00 0.00 D Stock Options (Right to buy) 0.986 2020-02-20 4 D false 32758.00 D 2022-02-08 Common Stock 32758.00 0.00 D Stock Options (Right to buy) 1.218 2020-02-20 4 D false 103258.00 D 2023-01-03 Common Stock 103258.00 0.00 D Stock Options (Right to buy) 16.00 2020-02-20 4 D false 16332.00 D 2024-10-01 Common Stock 16332.00 0.00 D Employee Stock Options (Right to buy) 16.00 2020-02-20 4 D false 9528.00 D 2024-10-01 Common Stock 9528.00 0.00 D Stock Options (Right to buy) 26.37 2020-02-20 4 D false 52500.00 D 2026-02-04 Common Stock 52500.00 0.00 D Employee Stock Options (Right to buy) 33.84 2020-02-20 4 D false 48750.00 D 2027-02-16 Common Stock 48750.00 0.00 D Employee Stock Options (Right to buy) 28.25 2020-02-20 4 D false 57000.00 D 2028-02-14 Common Stock 57000.00 0.00 D Employee Stock Options (Right to buy) 7.42 2020-02-20 4 D false 65000.00 D 2029-02-11 Common Stock 65000.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 2437.00 D Common Stock 2437.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 5700.00 D Common Stock 5700.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 15000.00 D Common Stock 15000.00 0.00 D The Reporting Person is a Co-Trustee. 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, by power of attorney 2020-02-24