0001209191-23-045189.txt : 20230809 0001209191-23-045189.hdr.sgml : 20230809 20230809163643 ACCESSION NUMBER: 0001209191-23-045189 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230809 FILED AS OF DATE: 20230809 DATE AS OF CHANGE: 20230809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simson Jake CENTRAL INDEX KEY: 0001863094 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40794 FILM NUMBER: 231155781 MAIL ADDRESS: STREET 1: C/O JANUX THERAPEUTICS, INC. STREET 2: 11099 N. TORREY PINES ROAD, SUITE 290 CITY: LA JOLLA STATE: CA ZIP: 92037 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DICE Therapeutics, Inc. CENTRAL INDEX KEY: 0001645569 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472286244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 400 EAST JAMIE COURT STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-566-1402 MAIL ADDRESS: STREET 1: 400 EAST JAMIE COURT STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: DiCE MOLECULES HOLDINGS, LLC DATE OF NAME CHANGE: 20180725 FORMER COMPANY: FORMER CONFORMED NAME: DiCE Molecules Holdings, LLC DATE OF NAME CHANGE: 20150617 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-09 1 0001645569 DICE Therapeutics, Inc. DICE 0001863094 Simson Jake C/O DICE THERAPEUTICS, INC. 400 EAST JAMIE COURT, SUITE 300 SOUTH SAN FRANCISCO CA 94080 1 0 0 0 0 Stock Option (right to buy Common Stock) 14.98 2023-08-09 4 D 0 21250 D 2032-06-06 Common Stock 21250 0 D On June 18, 2023, DICE Therapeutics, Inc., a Delaware corporation (the "Issuer" or the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Durning Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of the Parent (the "Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent. (Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 9, 2023, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased for $48.00 per share (the "Offer Price"), without interest, less any applicable withholding taxes or (y) automatically converted into the right to receive an amount in cash without interest, equal to the Offer Price, less any applicable withholding taxes. Immediately prior to the Closing, any repurchase rights of the Company or other similar restrictions on the Common Stock fully lapsed and all Common Stock became fully vested. The Company's Stock Option (the "Option") is fully vested and exercisable. Pursuant to the Merger Agreement, each Option to purchase shares of Common Stock that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option"), became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. Except if the exercise price per share of Common Stock of the Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof. Under the Reporting Holder's arrangement with RA Capital Management, L.P. (the "Adviser"), the Reporting Holder holds the stock option for the benefit of the RA Capital Healthcare Fund, L.P. (the "Fund") and the RA Capital Nexus Fund II, L.P. (the "Nexus Fund II"). The Reporting Holder is obligated to turn over to the Adviser any net cash or stock received upon exercise of the stock option, which will offset advisory fees owed by the Fund and the Nexus Fund II. The Reporting Holder therefore disclaims beneficial ownership of the stock option and underlying Common Stock. /s/ Scott Robertson as attorney-in-fact for Jake Simson 2023-08-09