ELI LILLY & Co — Director's Dealing 2020

Dec 17, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Prevail Therapeutics Inc. (PRVL)
CIK: 0001714798
Period of Report: 2020-12-14

Reporting Person: Tyto Acquisition Corp (10% Owner)
Reporting Person: ELI LILLY & Co (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.0001 per share	0	Direct

Footnotes

F1: Eli Lilly and Company ("Lilly") and its wholly owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser will commence a cash tender offer (as may be 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 $0.0001 per share, of the Issuer (the "Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),

F2: (Continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Lilly. (Continued in Footnote 3)

F3: In connection with the Merger Agreement, Lilly and Purchaser entered into tender and support agreements, each dated as of December 14, 2020 (the "Tender and Support Agreements""), with (i) OrbiMed Private Investments VI, LP (the "OrbiMed Stockholder"), (ii) Pontifax Venture Capital and certain of its affiliates (collectively, the "Pontifax Stockholder"), and (iii) Asa Abeliovich, M.D., PHD. (the "Abeliovich Stockholder"), each of which agreed, subject to certain limited specified exceptions, to tender into the Offer, and not withdraw, all Issuer Common Stock owned of record or beneficially owned or acquired by them after such date (the "Subject Shares"), to vote the Subject Shares in favor of the Merger and vote against certain alternative acquisition proposals to the Merger. (Continued in Footnote 4)

F4: As of the date hereof, the Subject Shares include 13,822,463 shares of Issuer Common Stock beneficially owned by the OrbiMed Stockholder, 1,576,881 shares of Issuer Common Stock beneficially owned by the Pontifax Stockholder and 1,957,486 shares of Issuer Common Stock beneficially owned by the Abeliovich Stockholder. (Continued in Footnote 5)

F5: As Purchaser is a wholly-owned subsidiary of Lilly, and because Purchaser and Lilly executed the Tender and Support Agreements, each of Purchaser and Lilly (collectively, the "Reporting Persons") may be deemed to have acquired beneficial ownership over the Subject Shares for the purpose of determining its status as a ten percent holder thereof. However, as none of the Reporting Persons have any pecuniary interest in the Subject Shares, beneficial ownership over the Subject Shares is expressly disclaimed for reporting purposes.