0001562180-20-001615.txt : 20200224
0001562180-20-001615.hdr.sgml : 20200224
20200224193144
ACCESSION NUMBER: 0001562180-20-001615
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200220
FILED AS OF DATE: 20200224
DATE AS OF CHANGE: 20200224
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sebelius Kathleen
CENTRAL INDEX KEY: 0001654316
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36668
FILM NUMBER: 20646679
MAIL ADDRESS:
STREET 1: C/O DERMIRA, INC.
STREET 2: 275 MIDDLEFIELD ROAD, SUITE 150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Dermira, Inc.
CENTRAL INDEX KEY: 0001557883
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 273267680
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 275 MIDDLEFIELD ROAD
STREET 2: SUITE 150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650 421 7200
MAIL ADDRESS:
STREET 1: 275 MIDDLEFIELD ROAD
STREET 2: SUITE 150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2020-02-20
true
0001557883
Dermira, Inc.
DERM
0001654316
Sebelius Kathleen
C/O DERMIRA, INC.
275 MIDDLEFIELD ROAD, SUITE 150
MENLO PARK
CA
94025
true
false
false
false
Common Stock
2020-02-20
4
D
false
6000.00
18.75
D
0.00
D
Director Stock Option (right to buy)
23.34
2020-02-20
4
D
false
20689.00
D
2025-06-10
Common Stock
20689.00
0.00
D
Director Stock Option (right to buy)
28.82
2020-02-20
4
D
false
6896.00
D
2026-06-20
Common Stock
6896.00
0.00
D
Director Stock Option (right to buy)
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2020-02-20
4
D
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6000.00
D
2027-06-12
Common Stock
6000.00
0.00
D
Director Stock Option (right to buy)
9.95
2020-02-20
4
D
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6000.00
D
2028-06-12
Common Stock
6000.00
0.00
D
Director Stock Option (right to buy)
9.38
2020-02-20
4
D
false
6000.00
D
2029-06-03
Common Stock
6000.00
0.00
D
Restricted Stock Unit
2020-02-20
4
D
false
3000.00
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Common Stock
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D
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.
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.
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.
/s/ Andrew L Guggenhime as attorney-in-fact
2020-02-24