SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
COOK JOSEPH C JR

(Last) (First) (Middle)
C/O CORCEPT THERAPEUTICS INCORPORATED
149 COMMONWEALTH DRIVE

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CORCEPT THERAPEUTICS INC [ CORT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/19/2015 X(1) 145,480 A $2.77 2,186,306 D
Common Stock 03/19/2015 S(1) 77,200 D $5.22 2,109,106 D
Common Stock 03/19/2015 X(2) 14,402 A $2.77 249,164 I(3) See footnotes (2) and (3)
Common stock 03/19/2015 S(2) 7,643 D $5.22 241,521 I(3) See footnotes (2) and (3)
Common stock 03/19/2015 X(4) 13,995 A $2.77 363,995 I(5) See footnotes (4) and (5)
Common stock 03/19/2015 S(4) 7,427 D $5.22 356,568 I(5) See footnotes (4) and (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $2.77 03/19/2015 X 31,570 02/06/2009 03/24/2015 Common Stock 31,570 $0.00 88,261 D
Warrant (Right to Buy) $2.77 03/19/2015 X 88,261 03/25/2008 03/24/2015 Common Stock 88,261 $0.00 0 D
Warrant (Right to Buy) $2.77 03/19/2015 X 25,649 02/06/2009 03/24/2015 Common Stock 25,649 $0.00 0 D
Warrant (Right to Buy) $2.77 03/19/2015 X 14,402 02/06/2009 03/24/2015 Common Stock 14,402 $0.00 0 I See footnote (2)
Warrant (Right to Buy) $2.77 03/19/2015 X 13,995 02/06/2009 03/24/2015 Common Sotck 13,995 $0.00 0 I See footnote (4)
Explanation of Responses:
1. On March 19, 2015, the reporting person exercised warrants to purchase 145,480 shares of the Issuer's common stock for an exercise price of $2.77 per share. The reporting person paid the exercise prices on a cashless basis, resulting in the Issuer's withholding of 77,200 of such shares to pay the exercise price and issuing the remaining 68,280 shares to the reporting person.
2. On March 19, 2015, Farview Management, Co. L.P. (Farview) exercised a warrant to purchase 14,402 shares of the Issuer's common stock for an exercise price of $2.77 per share. Farview paid the exercise price on a cashless basis, resulting in the Issuer withholding 7,643 of such shares to pay the exercise price and issuing to Farview the remaining 6,759 shares.
3. Reflects transactions and holdings of shares of common stock of the Issuer held of records by Farview Management, Co. L.P., of which the reporting person is a general partner.
4. On March 19, 2015, the Judith E. and Joseph C. Cook, Jr. Foundation, Inc., or Cook Foundation, exercised a warrant to purchase 13,995 shares of the Issuer's common stock for an exercise price of $2.77 per share. The Cook Foundation paid the exercise price on a cashless basis, resulting in the Issuer's withholding 7,427 of such shares to pay the exercise price and issuing to the Cook Foundation the remaining 6,568 shares. Mr. Cook and Judith E. Cook may be deemed to have shared voting and investment power over the shares held by the Cook Foundation. Each of these individuals disclaims beneficial ownership of all such shares, except to the extent of his or her pecuniary interest therein.
5. Reflects transactions and holdings of shares of common stock of the Issuer held of record by the Cook Foundation.
Remarks:
/s/ Joseph K. Belanoff, CEO of Corcept Therapeutics Incorporated attorney-in-fact 03/25/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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