SEC Form 4 · accession 0001567619-18-001417
Corium International, Inc. · CORI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter D Staple
Officer — President & CEO · Director
Period of report
Aug 15, 2018
Accepted (ET)
Aug 17, 2018 · 8:13 pm EDT
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 Stock | Aug 15, 2018 | M | 190,730 | $2.121 | A | 362,316 | D | |
| Common StockF1 | Aug 15, 2018 | F | 45,919 | $8.81 | D | 316,397 | D | |
| Common StockF3,F4 | Aug 16, 2018 | S | 39,320 | $8.6624 | D | 277,077 | D | |
| Common Stock | Aug 17, 2018 | M | 7,813 | $0.00 | A | 284,890 | D | |
| Common StockF5,F6 | Aug 17, 2018 | S | 2,701 | $9.0086 | D | 282,189 | D | |
| Common StockF3,F7 | Aug 17, 2018 | S | 34,320 | $8.9623 | D | 247,869 | D | |
| Common Stock | holding | — | — | — | 34,878 | I | By The Staple Family 2006 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F8 | $2.121 | Aug 15, 2018 | M | 190,730 | D | — | Aug 25, 2018 | Common Stock | 190,730 | 0 | D |
| Restricted Stock Units (RSU)F9,F10 | — | Aug 17, 2018 | M | 7,813 | D | — | — | Common Stock | 7,813 | 23,437 | D |
Explanation of responses
- F1Represents the number of already-owned shares delivered by the reporting person to pay the exercise price of the expiring employee stock option listed in Table II.
- F10The RSUs vest as to 1/4 of the total number of shares on January 4, 2018 and then 1/4 of the total number of shares on January 4 of each successive year thereafter, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service with the Issuer through each vesting date.
- F2The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F3Represents the number of shares sold pursuant to a Rule 10b5-1 plan adopted by the reporting person to cover tax obligations in connection with the vesting of the stock options listed in Table II.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.54 to $8.84 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.59 to $9.16 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.81 to $9.04 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F8This option was fully vested and due to expire on August 25, 2018.
- F9Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of the issuer's common stock upon settlement.