Timothy Lu - Aug 9, 2023 Form 4 Insider Report for DICE Therapeutics, Inc. (DICE)

Role: CMO
Signature: /s/ Scott Robertson as attorney-in-fact for Timothy Lu
Stock symbol: DICE
Transactions as of: Aug 9, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/9/2023, 04:26 PM
Previous filing: May 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DICE	Common Stock	Disposed to Issuer		-152K	-100%		0	Aug 9, 2023	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DICE	Stock Option (right to buy)	Disposed to Issuer		-31.3K	-100%		0	Aug 9, 2023	Common Stock	31.3K	$17.00	Direct	F3, F4
transaction	DICE	Stock Option (right to buy)	Disposed to Issuer		-25.6K	-100%		0	Aug 9, 2023	Common Stock	25.6K	$17.00	Direct	F4, F5
transaction	DICE	Stock Option (right to buy)	Disposed to Issuer		-43.2K	-100%		0	Aug 9, 2023	Common Stock	43.2K	$17.00	Direct	F4, F6
transaction	DICE	Stock Option (right to buy)	Disposed to Issuer		-158K	-100%		0	Aug 9, 2023	Common Stock	158K	$19.64	Direct	F4, F7
transaction	DICE	Stock Option (right to buy)	Disposed to Issuer		-90K	-100%		0	Aug 9, 2023	Common Stock	90K	$32.31	Direct	F4, F8
transaction	DICE	Restricted Stock Units	Disposed to Issuer		-15K	-100%		0	Aug 9, 2023	Common Stock	15K		Direct	F9, F10, F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy Lu is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	(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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	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.
F11	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.