Scott M. Robertson - 09 Aug 2023 Form 4 Insider Report for DICE Therapeutics, Inc.

Footnote 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.

Footnote 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.

Footnote F3

The Company's Stock Option (the "Option") is fully vested and exercisable.

Footnote 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.

Footnote F5

The Option vests as to 1/48th of the total shares monthly, beginning August 27, 2020, subject to the Reporting Holder's continuing employment with the Registrant.

Footnote F6

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.

Footnote F7

The Option vests as to 1/48th of the total shares monthly, beginning August 2, 2021, subject to the Reporting Holder's continuing employment with the Registrant.

Footnote F8

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.

Footnote F9

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.

Footnote F10

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.

Footnote F11

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.

Footnote F12

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.

Footnote F13

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.