Sec Form 4 Filing - Sebelius Kathleen @ Dermira, Inc. - 2020-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sebelius Kathleen
2. Issuer Name and Ticker or Trading Symbol
Dermira, Inc. [ DERM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DERMIRA, INC., 275 MIDDLEFIELD ROAD, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2020
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2020 D( 1 ) 6,000 D $ 18.75 ( 1 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $ 23.34 02/20/2020 D( 1 ) 20,689 ( 2 ) 06/10/2025 Common Stock 20,689 ( 2 ) 0 D
Director Stock Option (right to buy) $ 28.82 02/20/2020 D( 1 ) 6,896 ( 2 ) 06/20/2026 Common Stock 6,896 ( 2 ) 0 D
Director Stock Option (right to buy) $ 28.01 02/20/2020 D( 1 ) 6,000 ( 2 ) 06/12/2027 Common Stock 6,000 ( 2 ) 0 D
Director Stock Option (right to buy) $ 9.95 02/20/2020 D( 1 ) 6,000 ( 2 ) 06/12/2028 Common Stock 6,000 ( 2 ) 0 D
Director Stock Option (right to buy) $ 9.38 02/20/2020 D( 1 ) 6,000 ( 2 ) 06/03/2029 Common Stock 6,000 ( 2 ) 0 D
Restricted Stock Unit ( 3 ) 02/20/2020 D( 1 ) 3,000 ( 3 ) ( 3 ) Common Stock 3,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sebelius Kathleen
C/O DERMIRA, INC.
275 MIDDLEFIELD ROAD, SUITE 150
MENLO PARK, CA94025
X
Signatures
/s/ Andrew L Guggenhime as attorney-in-fact 02/24/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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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