SEC FORM 4

SEC Form 4

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^*

Pena Luis C.

(Last)

(First)

(Middle)

C/O DERMIRA, INC.

275 MIDDLEFIELD ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dermira, Inc. [ DERM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Development Officer

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2020		D⁽¹⁾		18,233⁽²⁾	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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$0.986	02/20/2020		D⁽¹⁾			88,251	⁽³⁾	10/03/2021	Common Stock	88,251	⁽³⁾	0.00	D
Stock Options (Right to buy)	$1.218	02/20/2020		D⁽¹⁾			32,506	⁽³⁾	01/03/2023	Common Stock	32,506	⁽³⁾	0.00	D
Employee Stock Options (Right to buy)	$1.74	02/20/2020		D⁽¹⁾			71,397	⁽³⁾	07/10/2023	Common Stock	71,397	⁽³⁾	0.00	D
Stock Options (Right to buy)	$16	02/20/2020		D⁽¹⁾			17,062	⁽³⁾	10/01/2024	Common Stock	17,062	⁽³⁾	0.00	D
Stock Options (Right to buy)	$16	02/20/2020		D⁽¹⁾			50,178	⁽³⁾	10/01/2024	Common Stock	50,178	⁽³⁾	0.00	D
Stock Options (Right to buy)	$26.37	02/20/2020		D⁽¹⁾			60,000	⁽³⁾	02/04/2026	Common Stock	60,000	⁽³⁾	0.00	D
Employee Stock Options (Right to buy)	$26.37	02/20/2020		D			10,000	⁽³⁾	02/04/2026	Common Stock	10,000	⁽³⁾	0.00	D
Employee Stock Options (Right to buy)	$33.84	02/20/2020		D⁽¹⁾			48,750	⁽³⁾	02/16/2027	Common Stock	48,750	⁽³⁾	0.00	D
Employee Stock Options (Right to buy)	$28.25	02/20/2020		D⁽¹⁾			63,750	⁽³⁾	02/14/2028	Common Stock	63,750	⁽³⁾	0.00	D
Employee Stock Options (Right to buy)	$7.42	02/20/2020		D⁽¹⁾			65,000	⁽³⁾	02/11/2029	Common Stock	65,000	⁽³⁾	0.00	D
Restricted Stock Unit	⁽³⁾	02/20/2020		D⁽¹⁾			2,437	⁽⁴⁾	⁽⁴⁾	Common Stock	2,437	⁽⁴⁾	0.00	D
Restricted Stock Unit	⁽³⁾	02/20/2020		D⁽¹⁾			6,378	⁽⁴⁾	⁽⁴⁾	Common Stock	6,378	⁽⁴⁾	0.00	D
Restricted Stock Unit	⁽⁴⁾	02/20/2020		D⁽¹⁾			25,000	⁽⁴⁾	⁽⁴⁾	Common Stock	25,000	⁽⁴⁾	0.00	D
Restricted Stock Unit	⁽⁴⁾	02/20/2020		D⁽¹⁾			15,000	⁽⁴⁾	⁽⁴⁾	Common Stock	15,000	⁽⁴⁾	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. Includes 1,024 shares of Dermira Common Stock acquired by the Reporting Person pursuant to Dermira's Employee Stock Purchase Plan.

3. 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.

4. 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).
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