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Filing Details

Accession Number:: 0000899243-20-005280
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-02-20 16:00:28
Reporting Period:: 2020-02-20

Accepted Time:: 2020-02-20 16:00:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1557883	Dermira Inc.	DERM	Pharmaceutical Preparations (2834)	IN

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
59478	Eli Lilly & Co	Lilly Corporate Center Indianapolis IN 46285		No	No	Yes	No
1799399	Bald Eagle Acquisition Corp	Lilly Corporate Center Indianapolis IN 46285		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-02-20	40,926,025	$18.75	100	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Footnotes

Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Bald Eagle Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of January 10, 2020 (the "Merger Agreement"), with Dermira, Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of $18.75 (such amount or, as the Offer is amended in accordance with the terms of the Merger Agreement and a different amount per share is paid pursuant to the Offer, such different amount, the "Offer Price"), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Offer, Purchaser acquired 40,926,025 shares of Issuer Common Stock.
Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Lilly and Purchaser pursuant to the consummation of the transactions contemplated by the Merger Agreement.
Effective on February 20, 2020, Purchaser was merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Lilly (the "Merger"). As a result of the Merger, all of the outstanding shares of Issuer Common Stock (other than those owned by Lilly or Purchaser) were cancelled and converted into the right to receive the merger consideration under the Merger Agreement. Following and as a result of the Merger, Lilly owned 100 shares of Issuer Common Stock, which represents all of the outstanding shares of common stock of the Issuer.