0001567619-18-007063.txt : 20181128
0001567619-18-007063.hdr.sgml : 20181128
20181128194913
ACCESSION NUMBER: 0001567619-18-007063
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: BREUIL ROBERT S
CENTRAL INDEX KEY: 0001241009
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36375
FILM NUMBER: 181206797
MAIL ADDRESS:
STREET 1: 2071 STIERLIN COURT
CITY: MOUNTAIN VIEW
STATE: CA
ZIP: 94043
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
0001241009
BREUIL ROBERT S
C/O CORIUM INTERNATIONAL, INC.
235 CONSTITUTION DRIVE
MENLO PARK
CA
94025
0
1
0
0
Chief Financial Officer
Common Stock
2018-11-27
4
D
0
14441
12.50
D
0
D
Employee Stock Option (Right to Buy)
2.222
2018-11-27
4
D
0
167529
12.50
D
2022-12-12
Common Stock
167529
0
D
Employee Stock Option (Right to Buy)
4.141
2018-11-27
4
D
0
17962
12.50
D
2024-01-26
Common Stock
17962
0
D
Employee Stock Option (Right to Buy)
5.50
2018-11-27
4
D
0
27883
12.50
D
2024-12-02
Common Stock
27883
0
D
Employee Stock Option (Right to Buy)
2.222
2018-11-27
4
D
0
10688
12.50
D
2022-12-12
Common Stock
10688
0
D
Employee Stock Option (Right to Buy)
4.141
2018-11-27
4
D
0
23621
12.50
D
2024-01-26
Common Stock
23621
0
D
Employee Stock Option (Right to Buy)
5.50
2018-11-27
4
D
0
55346
12.50
D
2024-12-02
Common Stock
55346
0
D
Employee Stock Option (Right to Buy)
7.94
2018-11-27
4
D
0
36458
12.50
D
2025-12-07
Common Stock
36458
0
D
Employee Stock Option (Right to Buy)
4.59
2018-11-27
4
D
0
32344
12.50
D
2026-12-21
Common Stock
32344
0
D
Employee Stock Option (Right to Buy)
11.59
2018-11-27
4
D
0
12031
12.50
D
2027-11-30
Common Stock
12031
0
D
Employee Stock Option (Right to Buy)
7.94
2018-11-27
4
D
0
12500
12.50
D
2025-12-07
Common Stock
12500
0
D
Employee Stock Option (Right to Buy)
4.59
2018-11-27
4
D
0
17038
12.50
D
2026-12-21
Common Stock
17038
0
D
Employee Stock Option (Right to Buy)
11.59
2018-11-27
4
D
0
10573
12.50
D
2027-11-30
Common Stock
10573
0
D
Employee Stock Option (Right to Buy)
5.50
2018-11-27
4
D
0
1771
12.50
D
2024-12-02
Common Stock
1771
0
D
Employee Stock Option (Right to Buy)
7.94
2018-11-27
4
D
0
1042
12.50
D
2025-12-07
Common Stock
1042
0
D
Employee Stock Option (Right to Buy)
4.59
2018-11-27
4
D
0
18118
12.50
D
2026-12-21
Common Stock
18118
0
D
Employee Stock Option (Right to Buy)
11.59
2018-11-27
4
D
0
29896
12.50
D
2027-11-30
Common Stock
29896
0
D
Restricted Stock Units (RSU)
2018-11-27
4
D
0
8437
12.50
D
Common Stock
8437
0
D
Restricted Stock Units (RSU)
2018-11-27
4
D
0
8750
12.50
D
Common Stock
8750
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.
Pursuant 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.
Pursuant 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.
/s/Christina Dickerson, Attorney-in-Fact
2018-11-28