Sec Form 4 Filing - Simson Jake @ DICE Therapeutics, Inc. - 2023-08-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Simson Jake 2. Issuer Name and Ticker or Trading Symbol DICE Therapeutics, Inc. [ DICE] 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 DICE THERAPEUTICS, INC., 400 EAST JAMIE COURT, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2023 (Street) SOUTH SAN FRANCISCO, CA94080 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

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 Stock Option (right to buy Common Stock) $ 14.98 08/09/2023 D( 1 )( 2 ) 21,250 ( 3 ) 06/06/2032 Common Stock 21,250 ( 4 ) 0 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationshi ps Director 10% Owner Officer Other Simson Jake C/O DICE THERAPEUTICS, INC. 400 EAST JAMIE COURT, SUITE 300 SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Scott Robertson as attorney-in-fact for Jake Simson 08/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )(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 anyapplicable 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 theCommon Stock fully lapsed and all Common Stock became fully vested. ( 3 )The Company's Stock Option (the "Option") is fully vested and exercisable. ( 4 )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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.