Edgar Filing: Dermira, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAY CITY CAPITAL LLC

2. Issuer Name and Ticker or Trading Symbol
Dermira, Inc. [DERM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400,

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2014

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/08/2014		C		3,356,337	A	$ 0 ⁽¹⁾	3,373,255	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	10/08/2014		P		67,820	A	$ 16	3,441,075	I	See footnotes ⁽²⁾ ⁽³⁾
Common Stock	10/08/2014		C		63,958	A	$ 0 ⁽¹⁾	64,280	I	See footnotes ⁽²⁾ ⁽⁴⁾
Common Stock	10/08/2014		P		1,292	A	$ 16	65,572	I	See footnotes ⁽²⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$ 0 ⁽¹⁾

10/08/2014

2,337,590

⁽¹⁾

⁽⁵⁾

Common Stock

2,337,590

$ 0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Series A Preferred Stock

$ 0 ⁽¹⁾

10/08/2014

44,545

⁽¹⁾

⁽⁵⁾

Common Stock

44,545

$ 0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽⁴⁾

Series B Preferred Stock

$ 0 ⁽¹⁾

10/08/2014

643,066

⁽¹⁾

⁽⁵⁾

Common Stock

643,066

$ 0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Series B Preferred Stock

$ 0 ⁽¹⁾

10/08/2014

12,254

⁽¹⁾

⁽⁵⁾

Common Stock

12,254

$ 0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽⁴⁾

Series C Preferred Stock

$ 0 ⁽¹⁾

10/08/2014

375,681

⁽¹⁾

⁽⁵⁾

Common Stock

375,681

$ 0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾

Series C Preferred Stock

$ 0 ⁽¹⁾

10/08/2014

7,159

⁽¹⁾

⁽⁵⁾

Common Stock

7,159

$ 0 ⁽¹⁾

See footnotes ⁽²⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAY CITY CAPITAL LLC 750 BATTERY STREET STE 400 SAN FRANCISCO, CA 94111	X	X
Bay City Capital Management V LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111		X
Bay City Capital Fund V, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111		X
Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO, CA 94111		X

Signatures

Bay City Capital LLC /s/ Fred Craves, Managing Director		10/08/2014
^**Signature of Reporting Person		Date
Bay City Capital Management V, LLC By: Bay City Capital LLC its Manager /s/ Fred Craves, Managing Director		10/08/2014
^**Signature of Reporting Person		Date
Bay City Capital Fund V, L.P. By: Bay City Capital Management V, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Fred Craves, Managing Director		10/08/2014
^**Signature of Reporting Person		Date
Bay City Capital Fund V Co-Investment Fund, L.P. By: Bay City Capital Management V, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Fred Craves, Managing Director		10/08/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In connection with the consummation of the Issuer's initial public offering on October 8, 2014, each share of Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration. All shares of Common Stock issued upon conversion were aggregated.
(2)	Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), Bay City Capital Fund V, L.P., a Delaware limited partnership ("Fund V"), and Bay City Capital Fund V Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment V") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Fred Craves, a Managing Director of BCC, is a member of the Issuer's Board of Directors.
(3)	Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
(4)	Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
(5)	None.

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