Amended Statement of Ownership (sc 13g/a)
March 17 2017 - 1:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 EXIT FILING)*
Dermira, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
24983L104
(CUSIP Number)
March 7, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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1.
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Names of
Reporting Persons
UCB S.A.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Belgium
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
1,841,234 shares as of March 7, 2017
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6.
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Shared Voting Power
0 shares as of March 7, 2017
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7.
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Sole Dispositive Power
1,841,234 shares as of March 7, 2017
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8.
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Shared Dispositive Power
0 shares as of March 7, 2017
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,841,234 shares as of March 7, 2017
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount
in Row (9)
4.4% as of March 7, 2017
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12.
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Type of Reporting Person (See
Instructions)
CO
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1
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Item 1.
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(a)
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Name of Issuer
Dermira, Inc.
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(b)
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Address of Issuers Principal Executive Offices
275 Middlefield Road
Suite 150
Menlo Park, CA 94025
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Item 2.
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(a)
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Name of Person Filing
See response to 2(c)
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(b)
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Address of Principal Business Office or, if none, Residence
See response to 2(c)
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(c)
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Citizenship
This statement is filed
on behalf of:
UCB S.A.
c/o UCB Inc.
1950 Lake Park Drive
Smyrna, Georgia 30080
Citizenship: Belgium
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(d)
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Title of Class of Securities
Common Stock, par value $0.001 per share
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(e)
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CUSIP Number
24983L104
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Item 3.
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If this statement is filed pursuant to
§§240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the person filing is
a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8);
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(e)
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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A
non-U.S.
institution in accordance with § 240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 240.13d1(b)(1)(ii)(K). If filing as a
non-U.S.
institution in
accordance with
§ 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
1,841,234 shares as of March 7, 2017
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(b)
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Percent of class:
4.4% as of March 7, 2017. The percentage stated herein is based on 41,402,049 shares of the issuers common stock
outstanding as of March 7, 2017 and is based upon the issuance of 5,000,000 shares of the issuers common stock upon completion of the offering and an additional 750,000 shares pursuant to the underwriters option in connection with
such offering , as reported in the issuers supplemental prospectus on Form 424B4 filed on March 2, 2017 and the issuers press release regarding the closing of such offering on March 7,
2017.
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2
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
1,841,234 shares as of March 7, 2017
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(ii)
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Shared power to vote or to direct the vote:
0 shares as of March 7, 2017
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(iii)
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Sole power to dispose or to direct the disposition of:
1,841,234 shares as of March 7, 2017
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(iv)
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Shared power to dispose or to direct the disposition of:
0 shares as of March 7,
2017
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
By signing below, each of the undersigned certifies that, to the best of each such
signatorys knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
3
Signatures
After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
March 17, 2017
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UCB S.A.
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/s/
Detlef Thielgen
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Signature
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Detlef Thielgen, CFO
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Name/Title
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/s/ Xavier Michel
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Signature
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Xavier Michel, Vice President and Corporate Secretary
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Name/Title
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Attention
: Intentional misstatements or omissions of fact constitute federal criminal violations (
see
18
U.S.C. 1001).
4
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