Lyons-Williams Lori 4
4 · Dermira, Inc. · Filed Feb 24, 2020
Insider Transaction Report
Form 4
Dermira, Inc.DERM
Lyons-Williams Lori
Chief Commercial Officer
Transactions
- Disposition to Issuer
Common Stock
2020-02-20$18.75/sh−25,401$476,269→ 0 total - Disposition to Issuer
Employee Stock Options (Right to buy)
2020-02-20−100,000→ 0 totalExercise: $31.87Exp: 2027-01-08→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Options (Right to buy)
2020-02-20−65,000→ 0 totalExercise: $7.42Exp: 2029-02-11→ Common Stock (65,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2020-02-20−15,000→ 0 total→ Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Options (Right to buy)
2020-02-20−63,750→ 0 totalExercise: $28.25Exp: 2028-02-14→ Common Stock (63,750 underlying) - Disposition to Issuer
Restricted Stock Unit
2020-02-20−6,378→ 0 total→ Common Stock (6,378 underlying) - Disposition to Issuer
Restricted Stock Unit
2020-02-20−30,000→ 0 total→ Common Stock (30,000 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.