SEC Form 4 · accession 0001562180-18-003006
Dermira, Inc. · DERM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fred B Craves
Director · 10% Owner
Period of report
Jun 12, 2018
Accepted (ET)
Jun 14, 2018 · 5:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001557883
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 13, 2018 | M | 3,000 | $0.00 | A | 3,000 | D | |
| Common StockF2 | holding | — | — | — | 30,000 | I | Fred Craves Family Foundation | |
| Common StockF3 | holding | — | — | — | 65,572 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 3,441,075 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F5 | $9.95 | Jun 12, 2018 | A | 6,000 | A | — | Jun 12, 2028 | Common Stock | 6,000 | 6,000 | D |
| Restricted Stock UnitF6,F7 | — | Jun 12, 2018 | A | 3,000 | A | — | — | Common Stock | 3,000 | 3,000 | D |
| Restricted Stock UnitF6,F8 | — | Jun 13, 2018 | M | 3,000 | D | — | — | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Represents shares acquired upon vesting of RSU granted on June 13, 2017.
- F2Dr. Craves serves as the chief executive officer of the Fred Craves Family Foundation (the "Foundation"). Dr. Craves does not have a pecuniary interest in the shares held by the Foundation and disclaims beneficial ownership over such shares. This report shall not be deemed an admission that the reporting person is the beneficial owner of such shares granted on June 13, 2017.
- F3The 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.
- F4The 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.
- F5The stock option will vest and become exercisable as to 100% of the shares on June 12, 2019, subject to the continuing service of the Reporting Person on such vesting date.
- F6Each RSU represents a contingent right to receive one share of DERM common stock.
- F7The RSU will vest 100% of the shares on June 12, 2019, subject to the continuing service of the Reporting Person on such vesting date.
- F8The RSU, which was granted on June 13, 2017, fully vested on June 13, 2018.