0001562180-20-001622.txt : 20200224 0001562180-20-001622.hdr.sgml : 20200224 20200224193230 ACCESSION NUMBER: 0001562180-20-001622 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: Horan Christopher CENTRAL INDEX KEY: 0001736819 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36668 FILM NUMBER: 20646691 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 0001736819 Horan Christopher C/O DERMIRA, INC. 275 MIDDLEFIELD ROAD, SUITE 150 MENLO PARK CA 94025 false true false false Chief Technical Ops Officer Common Stock 2020-02-20 4 D false 21400.00 18.75 D 0.00 D Director Stock Option (right to buy) 10.14 2020-02-20 4 D false 140000.00 D 2028-05-06 Common Stock 140000.00 0.00 D Director Stock Option (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 53333.00 D 2029-06-03 Common Stock 53333.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 15000.00 D Common Stock 15000.00 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. Includes 1,551 shares of Dermira Common Stock acquired by the Reporting Person on November 15, 2019 pursuant to Dermira's Employee Stock Purchase Plan. 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