0001567619-18-007065.txt : 20181128 0001567619-18-007065.hdr.sgml : 20181128 20181128195205 ACCESSION NUMBER: 0001567619-18-007065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181127 FILED AS OF DATE: 20181128 DATE AS OF CHANGE: 20181128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARDNER PHYLLIS CENTRAL INDEX KEY: 0001238646 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36375 FILM NUMBER: 181206799 MAIL ADDRESS: STREET 1: 618 MIRADA AVENUE CITY: STANFORD STATE: CA ZIP: 94305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Corium International, Inc. CENTRAL INDEX KEY: 0001594337 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383230774 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 235 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-298-8012 MAIL ADDRESS: STREET 1: 235 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 doc1.xml FORM 4 X0306 4 2018-11-27 1 0001594337 Corium International, Inc. CORI 0001238646 GARDNER PHYLLIS C/O CORIUM INTERNATIONAL, INC. 235 CONSTITUTION DRIVE MENLO PARK CA 94025 1 0 0 0 Common Stock 2018-11-27 4 D 0 34203 12.50 D 0 D Director Stock Option (Right to Buy) 4.141 2018-11-27 4 D 0 7920 12.50 D 2024-01-25 Common Stock 7920 0 D Director Stock Option (Right to Buy) 5.79 2018-11-27 4 D 0 12000 12.50 D 2024-12-03 Common Stock 12000 0 D Director Stock Option (Right to Buy) 7.19 2018-11-27 4 D 0 12000 12.50 D 2025-12-17 Common Stock 12000 0 D Director Stock Option (Right to Buy) 4.59 2018-11-27 4 D 0 15000 12.50 D 2026-12-21 Common Stock 15000 0 D Director Stock Option (Right to Buy) 11.59 2018-11-27 4 D 0 15000 12.50 D 2027-11-30 Common Stock 15000 0 D Pursuant 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"). Pursuant 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. /s/Christina Dickerson, Attorney-in-Fact 2018-11-28