SEC Form 4 · accession 0001567619-18-007065
Corium International, Inc. · CORI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Phyllis Gardner
Director
Period of report
Nov 27, 2018
Accepted (ET)
Nov 28, 2018 · 7:52 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 StockF1 | Nov 27, 2018 | D | 34,203 | $12.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F2 | $4.141 | Nov 27, 2018 | D | 7,920 | D | — | Jan 25, 2024 | Common Stock | 7,920 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $5.79 | Nov 27, 2018 | D | 12,000 | D | — | Dec 3, 2024 | Common Stock | 12,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $7.19 | Nov 27, 2018 | D | 12,000 | D | — | Dec 17, 2025 | Common Stock | 12,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $4.59 | Nov 27, 2018 | D | 15,000 | D | — | Dec 21, 2026 | Common Stock | 15,000 | 0 | D |
| Director Stock Option (Right to Buy)F2 | $11.59 | Nov 27, 2018 | D | 15,000 | D | — | Nov 30, 2027 | Common Stock | 15,000 | 0 | 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.