SEC Form 4 · accession 0001567619-18-007063

Corium International, Inc. · CORI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert S Breuil

Officer — Chief Financial Officer

Period of report

Nov 27, 2018

Accepted (ET)

Nov 28, 2018 · 7:49 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 Stock^F1	Nov 27, 2018	D	14,441	$12.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$2.222	Nov 27, 2018	D	167,529	D	—	Dec 12, 2022	Common Stock	167,529	D
Employee Stock Option (Right to Buy)^F2	$4.141	Nov 27, 2018	D	17,962	D	—	Jan 26, 2024	Common Stock	17,962	D
Employee Stock Option (Right to Buy)^F2	$5.50	Nov 27, 2018	D	27,883	D	—	Dec 2, 2024	Common Stock	27,883	D
Employee Stock Option (Right to Buy)^F2	$2.222	Nov 27, 2018	D	10,688	D	—	Dec 12, 2022	Common Stock	10,688	D
Employee Stock Option (Right to Buy)^F2	$4.141	Nov 27, 2018	D	23,621	D	—	Jan 26, 2024	Common Stock	23,621	D
Employee Stock Option (Right to Buy)^F2	$5.50	Nov 27, 2018	D	55,346	D	—	Dec 2, 2024	Common Stock	55,346	D
Employee Stock Option (Right to Buy)^F2,F3	$7.94	Nov 27, 2018	D	36,458	D	—	Dec 7, 2025	Common Stock	36,458	D
Employee Stock Option (Right to Buy)^F2	$4.59	Nov 27, 2018	D	32,344	D	—	Dec 21, 2026	Common Stock	32,344	D
Employee Stock Option (Right to Buy)^F2	$11.59	Nov 27, 2018	D	12,031	D	—	Nov 30, 2027	Common Stock	12,031	D
Employee Stock Option (Right to Buy)^F3	$7.94	Nov 27, 2018	D	12,500	D	—	Dec 7, 2025	Common Stock	12,500	D
Employee Stock Option (Right to Buy)^F3	$4.59	Nov 27, 2018	D	17,038	D	—	Dec 21, 2026	Common Stock	17,038	D
Employee Stock Option (Right to Buy)^F3	$11.59	Nov 27, 2018	D	10,573	D	—	Nov 30, 2027	Common Stock	10,573	D
Employee Stock Option (Right to Buy)^F3	$5.50	Nov 27, 2018	D	1,771	D	—	Dec 2, 2024	Common Stock	1,771	D
Employee Stock Option (Right to Buy)^F3	$7.94	Nov 27, 2018	D	1,042	D	—	Dec 7, 2025	Common Stock	1,042	D
Employee Stock Option (Right to Buy)^F3	$4.59	Nov 27, 2018	D	18,118	D	—	Dec 21, 2026	Common Stock	18,118	D
Employee Stock Option (Right to Buy)^F3	$11.59	Nov 27, 2018	D	29,896	D	—	Nov 30, 2027	Common Stock	29,896	D
Restricted Stock Units (RSU)^F4	—	Nov 27, 2018	D	8,437	D	—	—	Common Stock	8,437	D
Restricted Stock Units (RSU)^F4	—	Nov 27, 2018	D	8,750	D	—	—	Common Stock	8,750	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2018 (the "Merger Agreement"), between Corium International, Inc. (the "Company"), Gurnet Holding Company ("Parent") and Gurnet Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.001 per share, of the Company (each, a "Share") was converted into the right to receive (i) $12.50 per Share in cash, plus (ii) one non-transferable contingent value right per Share, which represents the contractual right to receive $0.50 per Share in cash (a "CVR").
F2Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase Shares that was vested and outstanding was cancelled and converted into the right to receive (i) an amount in cash equal to the product of (x) the number of vested Shares issuable under such option multiplied by (y) the excess of (A) $12.50 over (B) the per share exercise price of such option, plus (ii) one CVR for each Share issuable under such option. This option is fully vested.
F3Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested option to purchase Shares that was unexpired, unexercised and outstanding was converted into and substituted for the right to receive an amount equal to the product of (x) the number of unvested Shares issuable under such option multiplied by (y) the excess of (A) $12.50 over (B) the per share exercise price of such option. This consideration will be paid monthly in accordance with the monthly vesting schedule that originally was applicable to such option.
F4Pursuant to the Merger Agreement, at the effective time of the Merger, each unvested RSU outstanding that had not yet been settled was converted into and substituted for the right to receive an amount equal to the product of (x) the number of Shares issuable under such RSU multiplied by $12.50. This consideration will be paid annually in accordance with the annual vesting schedule that originally was applicable to such RSU.