SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Timothy Lu

(Last)

(First)

(Middle)

C/O DICE THERAPEUTICS, INC.

400 EAST JAMIE COURT, SUITE 300

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DICE Therapeutics, Inc. [ DICE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CMO

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2023		D		152,285	D	⁽¹⁾⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$17	08/09/2023		D			31,304	⁽³⁾	09/14/2031	Common Stock	31,304	⁽⁴⁾	0	D
Stock Option (right to buy)	$17	08/09/2023		D			25,593	⁽⁵⁾	09/14/2031	Common Stock	25,593	⁽⁴⁾	0	D
Stock Option (right to buy)	$17	08/09/2023		D			43,167	⁽⁶⁾	09/14/2031	Common Stock	43,167	⁽⁴⁾	0	D
Stock Option (right to buy)	$19.64	08/09/2023		D			157,756	⁽⁷⁾	04/14/2032	Common Stock	157,756	⁽⁴⁾	0	D
Stock Option (right to buy)	$32.31	08/09/2023		D			90,000	⁽⁸⁾	01/26/2033	Common Stock	90,000	⁽⁴⁾	0	D
Restricted Stock Units	⁽⁹⁾	08/09/2023		D			15,000	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	15,000	⁽¹¹⁾	0	D

Explanation of Responses:

1. On June 18, 2023, DICE Therapeutics, Inc., a Delaware corporation (the "Issuer" or the "Company") entered into the Agreement and Plan of Merger (the "Merger Agreement"), with Eli Lilly and Company, an Indiana corporation (the "Parent"), and Durning Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of the Parent (the "Merger Sub"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.

2. (Continued from Footnote 1) Upon the closing (the "Closing") of the Merger on August 9, 2023, each share of the Company's Common Stock, par value $0.0001 per share ("Common Stock"), was either (x) purchased for $48.00 per share (the "Offer Price"), without interest, less any applicable withholding taxes or (y) automatically converted into the right to receive an amount in cash without interest, equal to the Offer Price, less any applicable withholding taxes. Immediately prior to the Closing, any repurchase rights of the Company or other similar restrictions on the Common Stock fully lapsed and all Common Stock became fully vested.

3. The Company's Stock Option (the "Option") vests as to 1/4 of the total shares on August 24, 2020, and then 1/48th of the total shares vest monthly, subject to the Reporting Holder's continuing employment with the Registrant.

4. Pursuant to the Merger Agreement, each Option to purchase shares of Common Stock that was outstanding but not vested as of immediately prior to the Closing (the "Unvested Option"), became fully vested and exercisable (the "Vested Option"). Each Vested Option was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the excess, if any, of the Offer Price over the exercise price per share of Common Stock underlying such Option by (ii) the number of shares of Common Stock underlying such Option. Except if the exercise price per share of Common Stock of the Option was equal to or greater than the Offer Price, such Option was cancelled without any cash payment or other consideration being made in respect thereof.

5. The Option vests as to 1/48th of the total shares monthly, beginning January 1, 2021, subject to the Reporting Holder's continuing employment with the Registrant.

6. The Option vests as to 1/48th of the total shares monthly, beginning August 20, 2021, subject to the Reporting Holder's continuing employment with the Registrant.

7. The Option vests as to 1/48th of the total shares monthly, beginning January 1, 2022, until such time as the option is 100% vested on the four-year anniversary, subject to the Reporting Holder's continued service to the Registrant.

8. The Option vests as to 1/48th of the total shares monthly, beginning January 27, 2023, until such time as the option is 100% vested on the four-year anniversary, subject to the Reporting Holder's continued service to the Registrant.

9. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement for no consideration.

10. The RSUs vest as to 1/4th of the total shares annually, beginning January 27, 2023, until such time as the RSUs are 100% vested on the four-year anniversary, subject to the Reporting Holder's continued service to the Registrant.

11. Pursuant to the Merger Agreement, each RSU that was outstanding but not vested as of immediately prior to the Closing (the "Unvested RSU"), became immediately vested in full (the "Vested RSU"). Each Vested RSU was automatically cancelled and converted into the right to receive an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying (i) the Offer Price by (ii) the number of shares of Common Stock underlying such RSU.

Remarks:

	/s/ Scott Robertson as attorney-in-fact for Timothy Lu	08/09/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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SEC Form 4: Timothy Lu returned 152,285 shares to the company, closing all direct ownership in the company