-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHgxGQks8vr+Ue6f1heIVffR8Pn5KafPkdqszeJM0f1lR0QWgZYMRuWh2QrEH45b ZcfuqZEeKoX39PvdF75/6Q== 0001104659-11-005568.txt : 20110208 0001104659-11-005568.hdr.sgml : 20110208 20110208122328 ACCESSION NUMBER: 0001104659-11-005568 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 GROUP MEMBERS: ANDREW T. SHEEHAN GROUP MEMBERS: DAVID E. SWEET GROUP MEMBERS: DAVID L. ANDERSON GROUP MEMBERS: G. LEONARD BAKER, JR. GROUP MEMBERS: GREGORY P. SANDS GROUP MEMBERS: JAMES C. GAITHER GROUP MEMBERS: JAMES N. WHITE GROUP MEMBERS: JEFFREY W. BIRD GROUP MEMBERS: MICHAEL L. SPEISER GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (AI), L.P. GROUP MEMBERS: SUTTER HILL ENTREPRENEURS FUND (QP), L.P. GROUP MEMBERS: TENCH COXE GROUP MEMBERS: WILLIAM H. YOUNGER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORCEPT THERAPEUTICS INC CENTRAL INDEX KEY: 0001088856 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770487658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80200 FILM NUMBER: 11581421 BUSINESS ADDRESS: STREET 1: 149 COMMONWEALTH DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.688.8803 MAIL ADDRESS: STREET 1: 149 COMMONWEALTH DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTER HILL VENTURES CENTRAL INDEX KEY: 0000879051 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 4154935600 MAIL ADDRESS: STREET 1: 755 PAGE MILL RD STREET 2: SUITE A200 CITY: PALO ALTO STATE: CA ZIP: 94304 SC 13G/A 1 a11-4858_4sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Corcept Therapeutics Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

218352102

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Sutter Hill Ventures, A California Limited Partnership    77-0287059

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
6,232,769*

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
6,232,769*

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,232,769

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

* See Exhibit A, Note 1.

 

2


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Sutter Hill Entrepreneurs Fund (AI), L.P.     94-3338942

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
29,273

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
29,273

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
29,273

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Sutter Hill Entrepreneurs Fund (QP), L.P.    94-3338941

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California, USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
74,113

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
74,113

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
74,113

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
David L. Anderson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,057,112*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
1,057,112*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,393,267

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 3.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

5


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
G. Leonard Baker, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,156,691*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
3,156,691*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,492,846

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
12.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 4.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

6


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
William H. Younger, Jr.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
953,172*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
953,172*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,289,327

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 5.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

7


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Tench Coxe

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,432,378*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
1,432,378*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,768,533

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.6%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 6.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

8

 


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Gregory P. Sands

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
173,928*

 

 

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
173,928*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,510,083

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 7.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

9


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
James C. Gaither

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
130,234*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
130,234*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,466,389

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.8%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 8.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

10


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
James N. White

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
167,066*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
167,066*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,503,221

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 9.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

11


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Jeffrey W. Bird

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
150,443*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
150,443*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,486,598

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.9%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 10.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

12


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
David E. Sweet

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
59,634*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
59,634*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,395,789

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 11.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

13


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Andrew T. Sheehan

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
22,078*

 

6.

Shared Voting Power
6,336,155**

 

7.

Sole Dispositive Power
22,078*

 

8.

Shared Dispositive Power
6,336,155**

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,358,233

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*   See Exhibit A, Note 12.

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

14


 

CUSIP No. 218352102

 

 

1.

Names of Reporting Persons
Michael L. Speiser

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
6,336,155*

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
6,336,155*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,336,155

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.7%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

** Comprised of shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  See Exhibit A.

 

15

 


 

Item 1.

 

(a)

Name of Issuer
Corcept Therapeutics Incorporated

 

(b)

Address of Issuer’s Principal Executive Offices
149 Commonwealth Drive, Menlo Park, CA 94025

 

Item 2.

 

(a)

Name of Person Filing
See Exhibit A; Exhibit A is hereby incorporated by reference

 

(b)

Address of Principal Business Office or, if none, Residence
See Exhibit A

 

(c)

Citizenship
See Exhibit A

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
2183525102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

 

N/A

 

 

16


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:    

See Exhibit A, which is hereby incorporated by reference and related pages 2 to 15

 

(b)

Percent of class:   

See Exhibit A, which is hereby incorporated by reference and related pages 2 to 15

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

***

 

 

(ii)

Shared power to vote or to direct the vote    

***

 

 

(iii)

Sole power to dispose or to direct the disposition of   

***

 

 

(iv)

Shared power to dispose or to direct the disposition of   

***

*** See Exhibit A, which is hereby incorporated by reference and related pages 2 to 15. Messrs. Anderson, Baker, Younger, Coxe, Sands, Gaither, White, Bird, Sweet, Sheehan and Speiser are Managing Directors of the General Partner of Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., and as such share voting and dispositive power over the shares held by the partnerships.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

N/A

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

N/A

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

 

Item 8.

Identification and Classification of Members of the Group

See Exhibit A

 

Item 9.

Notice of Dissolution of Group

N/A

 

Item 10.

Certification

N/A

 

17


 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

2/8/2011

 

Date

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

G. Leonard Baker, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

G. Leonard Baker, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

G. Leonard Baker, Jr.

 

Managing Director of the General Partner

 

Name/Title

 

 

 

/s/ David L. Anderson

 

Signature

 

 

 

/s/ G. Leonard Baker, Jr.

 

Signature

 

 

 

/s/ William H. Younger, Jr.

 

Signature

 

 

 

/s/ Tench Coxe

 

Signature

 

 

 

/s/ Gregory P. Sands

 

Signature

 

 

 

/s/ James C. Gaither

 

Signature

 

 

 

/s/ James N. White

 

Signature

 

 

 

/s/ Jeffrey W. Bird

 

Signature

 

18


 

 

/s/ David E. Sweet

 

Signature

 

 

 

/s/ Andrew T. Sheehan

 

Signature

 

 

 

/s/ Michael L. Speiser

 

Signature

 

19


 

EXHIBIT A TO SCHEDULE 13G - CORCEPT THERAPEUTICS INCORPORATED

 

 

 

Aggregate Number of

 

 

 

 

 

Shares Beneficially Owned

 

% of

 

Name of Originator

 

Individual

 

 

 

Aggregate

 

 

 

Total Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Ventures, A California Limited Partnership

 

6,232,769

 

Note 1

 

 

 

 

 

8.5

%

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (AI), L.P.

 

29,273

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Sutter Hill Entrepreneurs Fund (QP), L.P.

 

74,113

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Total of Sutter Hill Funds

 

6,336,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David L. Anderson

 

1,057,112

 

Note 3

 

 

 

 

 

1.5

%

 

 

 

 

 

 

7,393,267

 

Note 2

 

10.1

%

 

 

 

 

 

 

 

 

 

 

 

 

G. Leonard Baker, Jr.

 

3,156,691

 

Note 4

 

 

 

 

 

4.3

%

 

 

 

 

 

 

9,492,846

 

Note 2

 

12.9

%

 

 

 

 

 

 

 

 

 

 

 

 

William H. Younger, Jr.

 

953,172

 

Note 5

 

 

 

 

 

1.3

%

 

 

 

 

 

 

7,289,327

 

Note 2

 

10.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Tench Coxe

 

1,432,378

 

Note 6

 

 

 

 

 

2.0

%

 

 

 

 

 

 

7,768,533

 

Note 2

 

10.6

%

 

 

 

 

 

 

 

 

 

 

 

 

Gregory P. Sands

 

173,928

 

Note 7

 

 

 

 

 

0.2

%

 

 

 

 

 

 

6,510,083

 

Note 2

 

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

James C. Gaither

 

130,234

 

Note 8

 

 

 

 

 

0.2

%

 

 

 

 

 

 

6,466,389

 

Note 2

 

8.8

%

 

 

 

 

 

 

 

 

 

 

 

 

James N. White

 

167,066

 

Note 9

 

 

 

 

 

0.2

%

 

 

 

 

 

 

6,503,221

 

Note 2

 

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

Jeffrey W. Bird

 

150,443

 

Note 10

 

 

 

 

 

0.2

%

 

 

 

 

 

 

6,486,598

 

Note 2

 

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

David E. Sweet

 

59,634

 

Note 11

 

 

 

 

 

0.1

%

 

 

 

 

 

 

6,395,789

 

Note 2

 

8.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Andrew T. Sheehan

 

22,078

 

Note 12

 

 

 

 

 

0.0

%

 

 

 

 

 

 

6,358,233

 

Note 2

 

8.7

%

 

 

 

 

 

 

 

 

 

 

 

 

Michael L. Speiser

 

0

 

 

 

 

 

 

 

0.0

%

 

 

 

 

 

 

6,336,155

 

Note 2

 

8.7

%

 

The address for all of the above is:  755 Page Mill Road, Suite A-200, Palo Alto, CA  94304

 

The partnerships are organized in California. The individuals are all U.S. citizens and residents.

 

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.

 

All of the parties are individuals or entities in the venture capital business.

 

Note 1:  Includes 707,752 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10.

 

Note 2:  Includes individual shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) plus all shares (and shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by the following partnerships in which the reporting person is a Managing Director of the General Partner:

 

20


 

Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P.  The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

Note 3: Comprised of 263,293 shares (including 6,213 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) held in The Anderson Living Trust of which the reporting person is the trustee, 448,867 shares (including 106,819 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by a retirement trust for the benefit of the reporting person, 333,816 shares (including 6,213 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) held by Anvest, L.P. of which the reporting person is the trustee of a trust which is the General Partner and 11,136 shares held by Acrux Partners, LP of which the reporting person is the trustee of a trust which is the General Partner.  The reporting person disclaims beneficial ownership of the living trust’s and t he partnerships’ shares except as to the reporting person’s pecuniary interest therein.

 

Note 4: Comprised of 205,439 shares owned by the reporting person, 1,408,996 shares (including 228,765 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held in The Baker Revocable Trust of which the reporting person is a trustee, 478,182 shares (including 98,449 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) held by a Roth IRA for the benefit of the reporting person, 954,074 shares (including 115,015 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Saunders Holdings, L.P. of which the reporting person is a trustee of a trust which is the General Partner and 110,000 shares of director’s options which will be exercisable within 60 days after 12/31/10.  The reporting person disclaims beneficial ownership of the rev ocable trust’s, the partnership’s and the director’s options shares except as to the reporting person’s pecuniary interest therein.  The reporting person shares pecuniary interest in the shares of director’s options with other individuals pursuant to a contractual relationship.

 

Note 5:  Comprised of 211,545 shares held in The William H. Younger, Jr. Revocable Trust of which the reporting person is the trustee, 605,057 shares (including 113,338 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by a retirement trust for the benefit of the reporting person and 136,570 shares (including 13,186 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) owned by Yovest, L.P. of which the reporting person is the trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership of the revocable trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 6:  Comprised of 825,953 shares (including 73,871 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) held in The Coxe Revocable Trust of which the reporting person is a trustee, 518,621 shares (including 87,706 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by a retirement trust for the benefit of the reporting person and 87,804 shares held by The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee.  The reporting person disclaims beneficial ownership of the revocable trust’s and the unitrust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 7: Comprised of 23,889 shares owned by the reporting person, 137,880 shares (including 19,530 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee, 2,532 shares held by a retirement trust for the benefit of the reporting person and 9,627 shares held in the Gregory P. Sands Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trust agreement’s and the unitrust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 8: Comprised of 40,605 shares owned by the reporting person, 17,908 shares held in The Gaither Revocable Trust of which the reporting person is the trustee, 71,721 shares (including 10,867 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by Tallack Partners, L.P. of which the reporting person is the trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership of the revocable trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 9: Comprised of 145,941 shares (including 16,720 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held in The White Family Trust of which the reporting person is a trustee and 21,125 shares (including 2,039 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the family trust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 10: Comprised of 150,443 shares (including 16,893 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the

 

21


 

reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust agreement’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 11: Comprised of 9,627 shares owned by the reporting person, 22,666 shares (including 728 shares of common stock issuable upon exercise of a warrant that is exercisable within 60 days after 12/31/10) held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 27,341 shares (including 5,968 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held by a retirement trust for the benefit of the reporting person.  The reporting person disclaims beneficial ownership of the living trust’s shares except as to the reporting person’s pecuniary interest therein.

 

Note 12: Comprised of 22,078 shares (including 2,694 shares of common stock issuable upon exercise of warrants that are exercisable within 60 days after 12/31/10) held in the Sheehan 2003 Trust of which the reporting person is a trustee.  The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest therein.

 

22

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