X0306 4 2020-02-20 true 0001557883 Dermira, Inc. DERM 0001793971 Aurora Daljit Singh C/O DERMIRA, INC. 275 MIDDLEFIELD ROAD, SUITE 150 MENLO PARK CA 94025 false true false false Chief Scientific Affairs Off Common Stock 2020-02-20 4 D false 30089.00 18.75 D 0.00 D Employee Stock Options (Right to buy) 31.36 2020-02-20 4 D false 67500.00 D 2026-08-07 Common Stock 67500.00 0.00 D Employee Stock Options (Right to buy) 33.84 2020-02-20 4 D false 11500.00 D 2027-02-16 Common Stock 11500.00 0.00 D Employee Stock Options (Right to buy) 28.25 2020-02-20 4 D false 28130.00 D 2028-02-14 Common Stock 28130.00 0.00 D Employee Stock Options (Right to buy) 28.25 2020-02-20 4 D false 7040.00 D 2028-02-14 Common Stock 7040.00 0.00 D Employee Stock Options (Right to buy) 6.97 2020-02-20 4 D false 50000.00 D 2028-02-10 Common Stock 50000.00 0.00 D Employee Stock Options (Right to buy) 8.05 2020-02-20 4 D false 28000.00 D 2029-11-10 Common Stock 28000.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 6250.00 D Common Stock 6250.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 574.00 D Common Stock 574.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 2814.00 D Common Stock 2814.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 708.00 D Common Stock 708.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 22500.00 D Common Stock 22500.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 10000.00 D Common Stock 10000.00 0.00 D Restricted Stock Unit 2020-02-20 4 D false 6000.00 D Common Stock 6000.00 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