SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CRAVES FRED B (Last) (First) (Middle) C/O DERMIRA, INC. 275 MIDDLEFIELD ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/20/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)	0.00	I	See footnote 2(2)
Common Stock	02/20/2020		D(1)		3,441,075	D	$18.75(1)	0.00	I	See footnote 3(3)
Common Stock	02/20/2020		D(1)		65,572	D	$18.75(1)	0.00	I	See footnote 4(4)
Common Stock	02/20/2020		D(1)		30,000	D	$18.75(1)	0.00	I	See footnote 5(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$16	02/20/2020		D(1)			10,334	(6)	06/10/2025	Common Stock	10,334	(6)	0.00	D
Director Stock Option (right to buy)	$28.82	02/20/2020		D(1)			10,344	(6)	06/20/2026	Common Stock	10,344	(6)	0.00	D
Director Stock Option (right to buy)	$28.01	02/20/2020		D(1)			6,000	(6)	06/12/2027	Common Stock	6,000	(6)	0.00	D
Director Stock Option (right to buy)	$9.95	02/20/2020		D(1)			6,000	(6)	06/12/2028	Common Stock	6,000	(6)	0.00	D
Director Stock Option (right to buy)	$9.38	02/20/2020		D(1)			6,000	(6)	06/03/2029	Common Stock	6,000	(6)	0.00	D
Restricted Stock Unit	(7)	02/20/2020		D(1)			3,000	(7)	(7)	Common Stock	3,000	(7)	0.00	D

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. The securities are held directly by Bay City Capital LLC ("BCC LLC"). Dr. Craves disclaims beneficial ownership over the securities owned by BCC LLC except to the extent of his pecuniary interest, if any, in the securities by virtue of his role as managing director of BCC LLC. This report shall not be deemed an admission that the Dr. Craves is the beneficial owner of such shares.

3. The securities are held directly by Bay City Capital Fund V, L.P. ("Fund V"). Dr. Craves disclaims beneficial ownership over the securities owned by Fund V, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in Bay City Capital LLC, which is the manager of Fund V's general partner, Bay City Capital Management V LLC.

4. The securities are held directly by Bay City Capital Fund V Co-Investment Fund, L.P. ("Co-Investment V"). Dr. Craves disclaims beneficial ownership over the securities owned by Co-Investment V, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in Bay City Capital LLC, which is the manager of Co-Investment V's general partner, Bay City Capital Management V LLC.

5. The securities are held directly by the Fred Craves Family Foundation ("Foundation"). Dr. Craves serves as the chief executive officer of the Foundation. Dr. Craves disclaims beneficial ownership over and does not have a pecuniary interest in shares held by the Foundation. This report shall not be deemed an admission that the Dr. Craves is the beneficial owner of such shares.

6. 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.

7. 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.

Remarks:

	/s/ Fred B. Craves	02/24/2020
	** Signature of Reporting Person	Date
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