Edgar Filing: Dermira, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â BAY CITY CAPITAL LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/02/2014

3. Issuer Name and Ticker or Trading Symbol
Dermira, Inc. [DERM]

(Last)

(First)

(Middle)

750 BATTERY STREET STE 400,Â

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

SAN FRANCISCO,Â CAÂ 94111

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	16,918	I	See footnotes ⁽¹⁾ ⁽²⁾
Common Stock	322	I	See footnotes ⁽¹⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,337,590	$ 0 ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	44,545	$ 0 ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽³⁾
Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	643,066	$ 0 ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	12,254	$ 0 ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽³⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	375,681	$ 0 ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽²⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	7,159	$ 0 ⁽⁴⁾	I	See footnotes ⁽¹⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAY CITY CAPITAL LLC 750 BATTERY STREET STE 400 SAN FRANCISCO,Â CAÂ 94111	Â X	Â X	Â	Â
Bay City Capital Management V LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Bay City Capital Fund V, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Bay City Capital Fund V Co-Investment Fund, L.P. 750 BATTERY STREET SUITE 400 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â

Signatures

Bay City Capital LLC /s/ Fred Craves, Managing Director		10/02/2014
^**Signature of Reporting Person		Date
Bay City Capital Management V, LLC By: Bay City Capital LLC its Manager /s/ Fred Craves, Managing Director		10/02/2014
^**Signature of Reporting Person		Date
Bay City Capital Fund V, L.P. By: Bay City Capital Management V, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Fred Craves, Managing Director		10/02/2014
^**Signature of Reporting Person		Date
Bay City Capital Fund V Co-Investment Fund, L.P. By: Bay City Capital Management V, LLC its General Partner By: Bay City Capital LLC its Manager /s/ Fred Craves, Managing Director		10/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management V LLC, a Delaware limited liability company ("Management V"), 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") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management V is the general partner of Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. BCC, the manager of Management V, is also an advisor to Fund V and Co-Investment V and has sole voting and dispositive power with respect to the securities held by Fund V and Co-Investment V. Fred Craves, a Managing Director of BCC, is a member of the Issuer's Board of Directors.
(2)	Represent securities held by Fund V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
(3)	Represent securities held by Co-Investment V, including indirect interests of BCC and Management V. BCC and Management V each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
(4)	Each share of Preferred Stock will be automatically converted into one (1) share of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

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