0001567619-18-007071.txt : 20181128
0001567619-18-007071.hdr.sgml : 20181128
20181128195755
ACCESSION NUMBER: 0001567619-18-007071
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: Sarret Joseph J.
CENTRAL INDEX KEY: 0001488555
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36375
FILM NUMBER: 181206810
MAIL ADDRESS:
STREET 1: C/O CODEXIS, INC.
STREET 2: 200 PENOBSCOT DRIVE
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
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
0001488555
Sarret Joseph J.
C/O CORIUM INTERNATIONAL, INC.
235 CONSTITUTION DRIVE
MENLO PARK
CA
94025
0
1
0
0
Chief Business Officer
Common Stock
2018-11-27
4
D
0
16689
12.50
D
0
D
Employee Stock Option (Right to Buy)
7.94
2018-11-27
4
D
0
64948
12.50
D
2025-12-07
Common Stock
64948
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
2428
12.50
D
2025-12-07
Common Stock
2428
0
D
Employee Stock Option (Right to Buy)
4.59
2018-11-27
4
D
0
16875
12.50
D
2026-12-21
Common Stock
16875
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)
13.36
2018-11-27
4
D
0
28497
12.50
D
2025-06-18
Common Stock
28497
0
D
Employee Stock Option (Right to Buy)
13.36
2018-11-27
4
D
0
44003
12.50
D
2025-06-18
Common Stock
44003
0
D
Employee Stock Option (Right to Buy)
7.94
2018-11-27
4
D
0
5124
12.50
D
2025-12-07
Common Stock
5124
0
D
Employee Stock Option (Right to Buy)
4.59
2018-11-27
4
D
0
18281
12.50
D
2026-12-21
Common Stock
18281
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
15000
12.50
D
Common Stock
15000
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").
Includes 479 shares acquired under the Issuer's employee stock purchase plan on November 19, 2018.
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 option to purchase Shares with a per Share exercise price in excess of $12.50 was terminated without consideration. The per Share exercise price of this option exceeded $12.50.
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