SEC Form 4 · accession 0001104659-18-070277
Corium International, Inc. · CORI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Waypoint International GP LLC
10% Owner
Gurnet Holding Co
10% Owner
Gurnet Merger Sub, Inc.
10% Owner
Gurnet Point, L.P.
10% Owner
Period of report
Nov 27, 2018
Accepted (ET)
Nov 28, 2018 · 2:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001594337
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Nov 27, 2018 | P | 31,578,042 | $12.50 | A | 31,578,042 | I | See footnote |
| Common StockF3,F2,F4 | Nov 27, 2018 | P | 5,051,463 | $12.50 | A | 100 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of Common Stock, par value $0.001 per share (the "Shares"), of the Issuer acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of October 11, 2018 (the "Merger Agreement"), by and among Gurnet Holding Company ("Parent"), Gurnet Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer (such tender offer, the "Offer").
- F2Directly held by Merger Sub. Merger Sub is a direct wholly owned subsidiary of Parent. Parent is a direct wholly-owned subsidiary of Gurnet Point L.P. and Waypoint International GP LLC ("Waypoint") is the general partner of Gurnet Point L.P. Each of Waypoint, Gurnet Point L.P. and Parent may be deemed to have indirect beneficial ownership of the shares held by Merger Sub.
- F3Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Waypoint, Gurnet Point L.P., Parent and Merger Sub pursuant to the consummation of the transactions contemplated by the Merger Agreement.
- F4Effective on November 27, 2018, Merger Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a direct wholly owned subsidiary of Parent (the "Merger"). As a result of the Merger, all of the outstanding Shares (other than those owned by Parent or Merger Sub) were cancelled and converted into the right to receive the merger consideration under the Merger Agreement. Following and as a result of the Merger, Parent owned 100 shares of common stock of the Issuer, which represents all of the outstanding shares of common stock of the Issuer.
Remarks
Exhibit 99.1 (Joint Filer Information) and Exhibit 99.2 (Joint Filer Signatures) are incorporated herein by reference.