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