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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | $ 0 (1) | 10/08/2014 | C | 2,337,590 | (1) | (4) | Common Stock | 2,337,590 | $ 0 (1) | 0 | I | See footnote (2) | |||
Series A Preferred Stock | $ 0 (1) | 10/08/2014 | C | 44,545 | (1) | (4) | Common Stock | 44,545 | $ 0 (1) | 0 | I | See footnote (3) | |||
Series B Preferred Stock | $ 0 (1) | 10/08/2014 | C | 643,066 | (1) | (4) | Common Stock | 643,066 | $ 0 (1) | 0 | I | See footnote (2) | |||
Series B Preferred Stock | $ 0 (1) | 10/08/2014 | C | 12,254 | (1) | (4) | Common Stock | 12,254 | $ 0 (1) | 0 | I | See footnote (3) | |||
Series C Preferred Stock | $ 0 (1) | 10/08/2014 | C | 375,681 | (1) | (4) | Common Stock | 375,681 | $ 0 (1) | 0 | I | See footnote (2) | |||
Series C Preferred Stock | $ 0 (1) | 10/08/2014 | C | 7,159 | (1) | (4) | Common Stock | 7,159 | $ 0 (1) | 0 | I | See footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CRAVES FRED B C/O DERMIRA, INC. 2055 WOODSIDE ROAD REDWOOD CITY, CA 94061 |
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/s/ Fred B. Craves | 10/08/2014 | |
**Signature of Reporting Person | Date |
* | 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) | The securities are held directly by Bay City Capital Fund V, L.P. ("Fund V"). Dr. Craves disclaims beneficial ownership over the securities owned by Fund V, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in Bay City Capital LLC, which is the manager of Fund V's general partner, Bay City Capital Management V LLC. |
(3) | The securities are held directly by Bay City Capital Fund V Co-Investment Fund, L.P. ("Co-Investment V"). Dr. Craves disclaims beneficial ownership over the securities owned by Co-Investment V, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in Bay City Capital LLC, which is the manager of Co-Investment V's general partner, Bay City Capital Management V LLC. |
(4) | None. |