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