Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-20-001613
Date:2020-02-20
Issuer: DERMIRA, INC. (DERM)
Original Submission Date:

Reporting Person:

PENA LUIS C.
C/O DERMIRA, INC.
275 MIDDLEFIELD ROAD, SUITE 150 MENLO PARK, CA 94025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-20 D 18,233 d $18.75 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTIONS (RIGHT TO BUY) 0.986 2020-02-20 deemed execution date D 88,251 (d) 2021-10-03 common stock 88,251 $0.99 0 direct
STOCK OPTIONS (RIGHT TO BUY) 1.218 2020-02-20 deemed execution date D 32,506 (d) 2023-01-03 common stock 32,506 $1.22 0 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 1.74 2020-02-20 deemed execution date D 71,397 (d) 2023-07-10 common stock 71,397 $1.74 0 direct
STOCK OPTIONS (RIGHT TO BUY) 16.0 2020-02-20 deemed execution date D 17,062 (d) 2024-10-01 common stock 17,062 $16.00 0 direct
STOCK OPTIONS (RIGHT TO BUY) 16.0 2020-02-20 deemed execution date D 50,178 (d) 2024-10-01 common stock 50,178 $16.00 0 direct
STOCK OPTIONS (RIGHT TO BUY) 26.37 2020-02-20 deemed execution date D 60,000 (d) 2026-02-04 common stock 60,000 $26.37 0 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 26.37 2020-02-20 deemed execution date D 10,000 (d) 2026-02-04 common stock 10,000 $26.37 0 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 33.84 2020-02-20 deemed execution date D 48,750 (d) 2027-02-16 common stock 48,750 $33.84 0 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 28.25 2020-02-20 deemed execution date D 63,750 (d) 2028-02-14 common stock 63,750 $28.25 0 direct
EMPLOYEE STOCK OPTIONS (RIGHT TO BUY) 7.42 2020-02-20 deemed execution date D 65,000 (d) 2029-02-11 common stock 65,000 $7.42 0 direct
RESTRICTED STOCK UNIT 0.0 2020-02-20 deemed execution date D 2,437 (d) common stock 2,437 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2020-02-20 deemed execution date D 6,378 (d) common stock 6,378 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2020-02-20 deemed execution date D 25,000 (d) common stock 25,000 $0.00 0 direct
RESTRICTED STOCK UNIT 0.0 2020-02-20 deemed execution date D 15,000 (d) common stock 15,000 $0.00 0 direct
Footnotes
IDfootnote
f1 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.
f2 includes 1,024 shares of dermira common stock acquired by the reporting person pursuant to dermira's employee stock purchase plan.
f3 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.
f4 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.
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