ELI LILLY & Co — Director's Dealing 2020

Jan 10, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Dermira, Inc. (DERM)
CIK: 0001557883
Period of Report: 2020-01-10

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	0	Direct

Footnotes

F1: 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 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 $0.001 per share, of the Issuer (the "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. (Continued in Footnote 2)

F2: 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 January 10, 2020 (the "Tender and Support Agreements""), with (i) Bay City Capital and certain of its affiliates (collectively, the "BCC Stockholder") and (ii) New Enterprise Associates and certain of its affiliates (collectively, the "NEA 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 7,057,984 shares of Issuer Common Stock beneficially owned by the BCC Stockholder and the NEA 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.