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