ELI LILLY & Co

SEC source: 0000899243-23-018115 · doc4.xml · nonDerivative · entry 1

ELI LILLY & Co · CIK 0000059478 · 10% owner

Shenandoah Acquisition Corp · CIK 0001983165 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 100

F1 · kind: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · kind: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · kind: As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · shares: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · shares: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · shares: As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · price: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · price: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · price: As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · balance_after: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Shenandoah Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of June 28, 2023 (the "Merger Agreement"), with Sigilon Therapeutics, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share (the "Shares"), of the Issuer in exchange for (a) $14.92 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · balance_after: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of August 10, 2023, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · balance_after: As of one minute past 11:59 p.m., Eastern Time, on August 9, 2023 (the "Expiration Time"), when the Offer expired, 1,718,493 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On August 11, 2023, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F4 · balance_after: Following consummation of the Offer, on August 11, 2023, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.0001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.

SEC source: 0000899243-22-037279 · doc4.xml · nonDerivative · entry 1

Kearny Acquisition Corp · CIK 0001951111 · 10% owner

ELI LILLY & Co · CIK 0000059478 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100

F1 · kind: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · kind: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · kind: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · shares: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · shares: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · shares: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · price: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · price: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · price: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F1 · balance_after: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of October 17, 2022 (the "Merger Agreement"), with Akouos, Inc. (the "Issuer"), pursuant to which Purchaser commenced a tender offer (as amended and supplemented from time to time, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share (the "Shares"), of the Issuer in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR") per Share,

F2 · balance_after: (continued from footnote 1) which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones in accordance with the terms and subject to the conditions of a Contingent Value Rights Agreement, dated as of November 30, 2022, by and among Lilly, Purchaser, Computershare Inc. and Computershare Trust Company, N.A.

F3 · balance_after: As of one minute past 11:59 p.m., Eastern Time, on November 29, 2022 (the "Expiration Time"), when the Offer expired, approximately 29,992,668 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On November 30, 2022, Purchaser accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time.

F4 · balance_after: Following consummation of the Offer, on December 1, 2022, Lilly completed its acquisition of the Issuer pursuant to the terms of the Merger Agreement through the merger of Purchaser with and into the Issuer, and without a meeting of the stockholders of the Issuer in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving such merger as a wholly-owned subsidiary of Lilly. As a result of the merger, Lilly received an aggregate of 100 newly issued shares of common stock, $0.00001 par value per share (the "New Shares"), of the Issuer, which represent all of the Issuer's issued and outstanding New Shares.

SEC source: 0000899243-21-002923 · doc4.xml · nonDerivative · entry 1

Tyto Acquisition Corp · CIK 0001836675 · 10% owner

ELI LILLY & Co · CIK 0000059478 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100

F1 · kind: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),

F2 · kind: (continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement.

F3 · kind: As of one minute after 11:59 PM, Eastern time, on January 21, 2021, when the Offer expired, approximately 27,374,689 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On January 22, 2021, Purchaser accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not validly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on January 22, 2021, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Lilly (the "Merger").

F1 · shares: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),

F2 · shares: (continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement.

F3 · shares: As of one minute after 11:59 PM, Eastern time, on January 21, 2021, when the Offer expired, approximately 27,374,689 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On January 22, 2021, Purchaser accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not validly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on January 22, 2021, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Lilly (the "Merger").

F4 · shares: At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on January 22, 2021, Lilly became the owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.

F1 · price: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),

F2 · price: (continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement.

F3 · price: As of one minute after 11:59 PM, Eastern time, on January 21, 2021, when the Offer expired, approximately 27,374,689 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On January 22, 2021, Purchaser accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not validly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on January 22, 2021, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Lilly (the "Merger").

F4 · price: At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on January 22, 2021, Lilly became the owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.

F1 · balance_after: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Tyto Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the "Merger Agreement"), with Prevail Therapeutics Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.0001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of (a) $22.50 per Share, net to the seller in cash, without interest and less any applicable tax withholding, plus (b) one non-tradable contingent value right (a "CVR"),

F2 · balance_after: (continued from footnote 1) which CVR represents the contractual right to receive a contingent payment of up to $4.00 per share, net to the seller in cash, without interest, which amount (or such lesser amount as determined in accordance with the terms and conditions of such contingent value right) will become payable, if at all, if a specified milestone is achieved prior to December 1, 2028, on the terms and subject to the conditions set forth in the Merger Agreement.

F3 · balance_after: As of one minute after 11:59 PM, Eastern time, on January 21, 2021, when the Offer expired, approximately 27,374,689 Shares were validly tendered and not validly withdrawn in accordance with the terms of the Offer. On January 22, 2021, Purchaser accepted for payment, and expects to as soon as practicable pay for, all Shares validly tendered and not validly withdrawn prior to the expiration of the Offer. Pursuant to the Merger Agreement, on January 22, 2021, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with Issuer surviving as a wholly-owned subsidiary of Lilly (the "Merger").

F4 · balance_after: At the effective time of the Merger (the "Effective Time"), and as a result of the Merger, all outstanding shares of capital stock of Purchaser issued and outstanding immediately prior to the Effective Time were converted into an aggregate of 100 shares of newly and validly issued, fully paid and non-assessable shares of common stock of Issuer, as the surviving corporation. Consequently, following the consummation of the Merger on January 22, 2021, Lilly became the owner of 100 shares of common stock of Issuer, representing the only outstanding capital of Issuer.

SEC source: 0000059478-20-000187 · wf-form4_160763763834444.xml · derivative · entry 4

ELI LILLY & Co · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 888,888 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · kind: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

SEC source: 0000059478-20-000187 · wf-form4_160763763834444.xml · derivative · entry 3

ELI LILLY & Co · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 1,555,555 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · kind: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · derivative.exercise_date: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · derivative.expiration_date: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

SEC source: 0000059478-20-000187 · wf-form4_160763763834444.xml · nonDerivative · entry 2

ELI LILLY & Co · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,744,443

SEC source: 0000059478-20-000187 · wf-form4_160763763834444.xml · nonDerivative · entry 1

ELI LILLY & Co · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,444,443

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

F1 · price: Upon the closing of the Issuer's initial public offering, each share of Series A-3 Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") automatically converted into shares of the Issuer's common stock without payment or further consideration. There was no expiration date for the Preferred Stock. As a result of the Issuer's initial public offering, the reporting person is no longer a 10% owner of the Issuer and is therefore no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer.

SEC source: 0001140361-20-013983 · form4.xml · derivative · entry 2

ELI LILLY & Co · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 2,169,396 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of one-for-2.1095 shares, immediately prior to the consummation of the Issuer's initial public offering.

F1 · price: The shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of one-for-2.1095 shares, immediately prior to the consummation of the Issuer's initial public offering.

F1 · derivative.exercise_date: The shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of one-for-2.1095 shares, immediately prior to the consummation of the Issuer's initial public offering.

F1 · derivative.expiration_date: The shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of one-for-2.1095 shares, immediately prior to the consummation of the Issuer's initial public offering.

SEC source: 0001140361-20-013983 · form4.xml · nonDerivative · entry 1

ELI LILLY & Co · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,169,396

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of the Issuer's Series C Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, at a ratio of one-for-2.1095 shares, immediately prior to the consummation of the Issuer's initial public offering.

SEC source: 0000899243-20-005280 · doc4.xml · nonDerivative · entry 1

Bald Eagle Acquisition Corp · CIK 0001799399 · 10% owner

ELI LILLY & Co · CIK 0000059478 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100

F1 · kind: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Bald Eagle Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of January 10, 2020 (the "Merger Agreement"), with Dermira, Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of $18.75 (such amount or, as the Offer is amended in accordance with the terms of the Merger Agreement and a different amount per share is paid pursuant to the Offer, such different amount, the "Offer Price"), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Offer, Purchaser acquired 40,926,025 shares of Issuer Common Stock.

F2 · kind: Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Lilly and Purchaser pursuant to the consummation of the transactions contemplated by the Merger Agreement.

F1 · shares: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Bald Eagle Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of January 10, 2020 (the "Merger Agreement"), with Dermira, Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of $18.75 (such amount or, as the Offer is amended in accordance with the terms of the Merger Agreement and a different amount per share is paid pursuant to the Offer, such different amount, the "Offer Price"), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Offer, Purchaser acquired 40,926,025 shares of Issuer Common Stock.

F2 · shares: Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Lilly and Purchaser pursuant to the consummation of the transactions contemplated by the Merger Agreement.

F1 · balance_after: Eli Lilly and Company ("Lilly") and its wholly-owned subsidiary, Bald Eagle Acquisition Corporation ("Purchaser"), entered into an Agreement and Plan of Merger, dated as of January 10, 2020 (the "Merger Agreement"), with Dermira, Inc. (the "Issuer"), pursuant to which Purchaser commenced a cash tender offer (as amended from time to time in accordance with the terms of the Merger Agreement, the "Offer") to purchase all the outstanding shares of common stock, par value $0.001 per share, of the Issuer ("Issuer Common Stock"), at a price per share of Issuer Common Stock of $18.75 (such amount or, as the Offer is amended in accordance with the terms of the Merger Agreement and a different amount per share is paid pursuant to the Offer, such different amount, the "Offer Price"), net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Merger Agreement. As a result of the Offer, Purchaser acquired 40,926,025 shares of Issuer Common Stock.

F2 · balance_after: Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Lilly and Purchaser pursuant to the consummation of the transactions contemplated by the Merger Agreement.

F3 · balance_after: Effective on February 20, 2020, Purchaser was merged with and into the Issuer, with the Issuer surviving the Merger as a wholly-owned subsidiary of Lilly (the "Merger"). As a result of the Merger, all of the outstanding shares of Issuer Common Stock (other than those owned by Lilly or Purchaser) were cancelled and converted into the right to receive the merger consideration under the Merger Agreement. Following and as a result of the Merger, Lilly owned 100 shares of Issuer Common Stock, which represents all of the outstanding shares of common stock of the Issuer.

SEC source: 0001104659-19-013734 · a4.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · price: Eli Lilly and Company ("Lilly") disposed of 293,290,000 shares of common stock of the Issuer in exchange for 65,000,775 shares of Lilly common stock pursuant to a registered exchange offer to Lilly's common shareholders. The final exchange ratio was 4.5121 shares of Issuer common stock per share of Lilly common stock accepted in the exchange offer.

SEC source: 0000059478-19-000030 · wf-form4_154931615186460.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,898,647

SEC source: 0000059478-18-000260 · wf-form4_154169487351750.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,148,647

SEC source: 0000059478-18-000238 · wf-form4_153798778465789.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,848,647

F1 · price: This transaction was executed in multiple trades at prices ranging from $16.32 to $16.45. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000232 · wf-form4_153747663888132.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,850,674

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.40 to $14.85. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000222 · wf-form4_153731339170921.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,857,544

F2 · price: This transaction was executed in multiple trades at prices ranging from $14.50 to $14.86. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000222 · wf-form4_153731339170921.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,864,409

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.43 to $14.66. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000220 · wf-form4_153695363698223.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,873,418

F2 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.41. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000220 · wf-form4_153695363698223.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,894,318

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $15.52. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000218 · wf-form4_153678477558447.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,904,377

F2 · price: This transaction was executed in multiple trades at prices ranging from $14.29 to $15.29. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000218 · wf-form4_153678477558447.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,915,654

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.61. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000212 · wf-form4_153608987633805.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,920,154

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.27. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000210 · wf-form4_153573363887839.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,920,854

F2 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.50. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000210 · wf-form4_153573363887839.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,924,294

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.30. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000202 · wf-form4_153444807156845.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,926,606

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.33. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000200 · wf-form4_153428066308523.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,929,606

F2 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.64. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000200 · wf-form4_153428066308523.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,934,137

F1 · price: This transaction was executed in multiple trades at prices ranging from $14.25 to $14.38. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000059478-18-000196 · wf-form4_153366936740123.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,936,035

SEC source: 0000059478-18-000194 · wf-form4_153332597193355.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,937,685

SEC source: 0000059478-18-000198 · wf-form4_153419584098663.xml · derivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 331,221

Underlying: Common Stock, $0.001 par value per share · 331,221 shares

Expires 2024-11-14

SEC source: 0000899243-17-005803 · doc4.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

ProCar Acquisition Corp · CIK 0001695312 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100

F1 · security: On March 1, 2017, Eli Lilly and Company ("Parent") and ProCar Acquisition Corporation ("Merger Sub") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of January 17, 2017, by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Parent and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger, the outstanding shares of common stock of Merger Sub were converted into and became shares of the Surviving Corporation.

F1 · kind: On March 1, 2017, Eli Lilly and Company ("Parent") and ProCar Acquisition Corporation ("Merger Sub") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of January 17, 2017, by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Parent and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger, the outstanding shares of common stock of Merger Sub were converted into and became shares of the Surviving Corporation.

F1 · shares: On March 1, 2017, Eli Lilly and Company ("Parent") and ProCar Acquisition Corporation ("Merger Sub") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of January 17, 2017, by and among CoLucid Pharmaceuticals, Inc. (the "Issuer"), Parent and Merger Sub (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger, the outstanding shares of common stock of Merger Sub were converted into and became shares of the Surviving Corporation.

SEC source: 0000059478-16-000339 · wf-form4_146067370280526.xml · derivative · entry 4

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · by fund

Disclosed balance after: 0

Underlying: Common Stock · 1,120,448 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: In connection with the consummation of the Issuer's initial public offering on April 12, 2016, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F1 · derivative.expiration_date: In connection with the consummation of the Issuer's initial public offering on April 12, 2016, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). LV Management Group LLC (the "Management Company") has sole voting and dispositive authority with respect to the shares. Dr. Shanafelt disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.

SEC source: 0000059478-16-000339 · wf-form4_146067370280526.xml · derivative · entry 3

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · by fund

Disclosed balance after: 0

Underlying: Common Stock · 890,476 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: In connection with the consummation of the Issuer's initial public offering on April 12, 2016, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F1 · derivative.expiration_date: In connection with the consummation of the Issuer's initial public offering on April 12, 2016, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). LV Management Group LLC (the "Management Company") has sole voting and dispositive authority with respect to the shares. Dr. Shanafelt disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.

SEC source: 0000059478-16-000339 · wf-form4_146067370280526.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · by fund

Disclosed balance after: 2,568,543

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). LV Management Group LLC (the "Management Company") has sole voting and dispositive authority with respect to the shares. Dr. Shanafelt disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.

SEC source: 0000059478-16-000339 · wf-form4_146067370280526.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · by fund

Disclosed balance after: 2,068,543

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: In connection with the consummation of the Issuer's initial public offering on April 12, 2016, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). LV Management Group LLC (the "Management Company") has sole voting and dispositive authority with respect to the shares. Dr. Shanafelt disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.

SEC source: 0000059478-16-000342 · wf-form4a_146067689367014.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Shanafelt Armen · CIK 0001656151 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · by fund

Disclosed balance after: 2,068,543

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: In connection with the consummation of the Issuer's initial public offering on April 12, 2016, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). LV Management Group LLC (the "Management Company") has sole voting and dispositive authority with respect to the shares. Dr. Shanafelt disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.

F3 · ownership.nature: This line item is being re-reported in order to gain access to the filing system. This Form is being amended to include Reporting Owners, Lilly Ventures Fund I LLC, and Dr. Shanafelt Armen as beneficial owners of the shares reported in the Form 4, previously filed by Eli Lilly and Company on April 14, 2016.

SEC source: 0001209191-14-067900 · doc4.xml · derivative · entry 5

LILLY ELI & CO · CIK 0000059478 · Former 10% Owner

Lilly Ventures Fund I LLC · CIK 0001575852 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Group

Disclosed balance after: 0

Underlying: Common Stock · 543,101 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F1 · price: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F1 · derivative.exercise_date: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F4 · derivative.expiration_date: The Series B Preferred Stock and Series C Preferred Stock have no expiration date.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-067900 · doc4.xml · derivative · entry 4

LILLY ELI & CO · CIK 0000059478 · Former 10% Owner

Lilly Ventures Fund I LLC · CIK 0001575852 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By Group

Disclosed balance after: 0

Underlying: Common Stock · 2,333,955 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F1 · price: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F1 · derivative.exercise_date: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F4 · derivative.expiration_date: The Series B Preferred Stock and Series C Preferred Stock have no expiration date.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-067900 · doc4.xml · nonDerivative · entry 3

LILLY ELI & CO · CIK 0000059478 · Former 10% Owner

Lilly Ventures Fund I LLC · CIK 0001575852 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,042,019

F3 · shares: Lilly Ventures Fund I LLC purchased an additional 164,963 shares of Issuer's Common Stock in connection with the IPO at the offering price of $13.50 per share.

F2 · ownership.direct: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-067900 · doc4.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · Former 10% Owner

Lilly Ventures Fund I LLC · CIK 0001575852 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,877,056

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F2 · ownership.direct: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-067900 · doc4.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · Former 10% Owner

Lilly Ventures Fund I LLC · CIK 0001575852 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,333,955

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The Series B Preferred Stock and Series C Preferred Stock automatically converted into shares of Issuer's Common Stock on a 1-for-1 basis upon the closing of Issuer's initial public offering.

F2 · ownership.direct: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · derivative · entry 9

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 199,875 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 18, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.

F4 · derivative.expiration_date: Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 18, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.

F4 · derivative.underlying_shares: Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 18, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · derivative · entry 8

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 192,209 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.

F3 · derivative.expiration_date: Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.

F3 · derivative.underlying_shares: Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · derivative · entry 7

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 299,213 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F1 · derivative.exercise_date: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F1 · derivative.expiration_date: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · derivative · entry 6

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 931,485 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F1 · derivative.exercise_date: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F1 · derivative.expiration_date: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · nonDerivative · entry 5

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 2,356,227

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · nonDerivative · entry 4

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,622,782

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · price: Represents the number of shares of Common Stock issuable upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on February 18, 2014 through April 15, 2014, at a conversion price equal to $5.43 per share of Common Stock, which was equal to 77.5% of the Company's initial public offering price. The Notes had no expiration date and were exercisable any time after February 26, 2015 at the holder's election or automatically upon a qualified financing.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · nonDerivative · entry 3

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,422,907

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Represents the number of shares of Common Stock issued upon conversion of all principal and accrued interest on the 7% Convertible Promissory Notes issued on August 13, 2013 through April 15, 2014, at a conversion price of $7.00 per share of Common Stock, which was the initial public offering price. The Notes had no expiration date and were exercisable any time after August 15, 2014 at the holder's election or automatically upon a qualified financing.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · nonDerivative · entry 2

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 1,230,698

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.

SEC source: 0001209191-14-027708 · doc4.xml · nonDerivative · entry 1

LILLY ELI & CO · CIK 0000059478 · 10% owner

Lilly Ventures Fund I LLC · CIK 0001575852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 931,485

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: In connection with the completion of the Company's initial public offering, each share of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock converted automatically into Common Stock on a 0.0689-for-1 basis into the number of shares of Common Stock listed in Table I, column 5 and Table II, column 7 without payment of further consideration. Neither the Series C Convertible Preferred Stock nor the Series D Convertible Preferred Stock had an expiration date.

F2 · ownership.nature: These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund.