DERM Journey Medical Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Dermira, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

24983L 104

(CUSIP Number)

Susan Vuong

Chief Financial Officer

Bay City Capital LLC

750 Battery Street, Suite 400

San Francisco, CA 94111

(415) 835-9378

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 10, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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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Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) relates to the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 14, 2014, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on February 13, 2017 (the “Prior Schedule 13D”) by Bay City Capital LLC, a Delaware limited liability company (“BCC”), on behalf of the Reporting Persons pursuant to the Joint Filing Agreement attached to the Prior Schedule 13D as Exhibit 99.1 and relates to the common stock, $0.001 par value per share (the “Shares”) of Dermira, Inc. (the “Issuer”). Except as specifically amended by this Amendment No. 2, items in the Prior Schedule 13D remain unchanged. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Prior Schedule 13D. BCC is the manager of Bay City Capital Management V LLC, a Delaware limited liability company (“Management V”), which is the general partner of 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”). BCC is also an advisor to Fund V and Co-Investment V. This Amendment No. 2 is being filed to amend the Prior Schedule 13D as specifically set forth below. The principal executive office of the Issuer is located at 275 Middlefield Road, Suite 150, Menlo Park, CA 94025.

No material change.

No material change.

Item 4 is hereby amended to add the following disclosure at the end of such item:

On January 10, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Eli Lilly and Company (“Parent”) and Bald Eagle Acquisition Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”), providing for the acquisition of the Issuer by Merger Sub in an all cash transaction, pursuant to a tender offer (the “Offer”), followed by a subsequent back-end merger of Merger Sub with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.

In connection with the execution of the Merger Agreement, each of Fund V, Co-Investment V and BCC (together, the “BCC Parties”) entered into the tender and support agreement described in Item 6 hereof. The information set forth or incorporated in Item 6 hereof is incorporated herein by reference.

Items 5(a) and (b) of the Prior Schedule 13D are amended and restated in their entirety to read as follows:

(a)(b)

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Item 6 is hereby amended to add the following disclosure at the end of such item:

On January 10, 2020, in connection with the Merger Agreement, the BCC Parties entered into a Tender and Support Agreement (the “Support Agreement”), by and among the BCC Parties, Parent and Merger Sub, pursuant to which the BCC Parties agreed to tender all of the Shares beneficially owned by them as of the date of the Support Agreement or acquired by them after such date (the “Subject Shares”) and to take certain other actions in furtherance of the Merger. The BCC Parties also agreed that they will vote the Subject Shares against certain alternative corporate transactions, each as more fully described in the Support Agreement, during the time that the Support Agreement is in effect.

The Support Agreement will terminate upon the earliest to occur of: (i) the termination of the Merger Agreement; (ii) the effectiveness of the Merger; (iii) the termination of the Support Agreement by written notice from Parent to the BCC Parties; or (iv) any amendment or change to the Merger Agreement or the Offer that is effected without the BCC Parties’ consent that decreases the amount, or changes the form or terms, of consideration payable to all stockholders of the Issuer pursuant to the terms of the Merger Agreement.

The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement filed as Exhibit 99.2 to this Amendment.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 10, 2020

for itself, for and on behalf of Bay City Capital Management V LLC in its capacity as manager thereof, and for and on behalf of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P. in its capacity as manager of Bay City Capital Management V LLC, the general partner of Bay City Capital Fund V, L.P. and Bay City Capital Fund V Co-Investment Fund, L.P.