SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Eastman Ronald W

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES

335 BRYANT STREET, THIRD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Corium International, Inc. [ CORI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/08/2014		C		679,115	A	⁽¹⁾	679,115	I	See footnote⁽³⁾
Common Stock	04/08/2014		C		2,028,309	A	⁽¹⁾	2,707,424	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		397,718	A	⁽⁴⁾	3,105,142	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		26,385	A	⁽⁴⁾	3,131,527	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		214,149	A	⁽⁴⁾	3,345,676	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		1,114	A	⁽⁴⁾	3,346,790	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		218,279	A	⁽⁴⁾	3,565,069	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		794	A	⁽⁵⁾	3,565,863	I	See footnote⁽³⁾
Common Stock	04/08/2014		X		397	A	⁽⁵⁾	3,566,260	I	See footnote⁽³⁾
Common Stock	04/08/2014		C		3,387,146	A	⁽⁶⁾	6,953,406	I	See footnote⁽³⁾
Common Stock	04/08/2014		C		1,999,898	A	⁽⁶⁾	8,953,304	I	See footnote⁽³⁾
Common Stock	04/08/2014		P		400,000	A	$8	9,353,304	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	04/08/2014		C			6,859,066	⁽¹⁾	⁽¹⁾	Common Stock	679,115⁽²⁾	$0	0	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/08/2014		C			20,485,926	⁽¹⁾	⁽¹⁾	Common Stock	2,028,309⁽²⁾	$0	0	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	⁽⁴⁾	04/08/2014		X			397,718	⁽⁴⁾	08/02/2017	Common Stock	397,718	⁽⁴⁾	0	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	⁽⁴⁾	04/08/2014		X			26,385	⁽⁴⁾	08/02/2017	Common Stock	26,385	⁽⁴⁾	0	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	⁽⁴⁾	04/08/2014		X			214,149	⁽⁴⁾	08/02/2017	Common Stock	214,149	⁽⁴⁾	0	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	⁽⁴⁾	04/08/2014		X			1,114	⁽⁴⁾	08/02/2017	Common Stock	1,114	⁽⁴⁾	0	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	⁽⁴⁾	04/08/2014		X			218,279	⁽⁴⁾	08/02/2017	Common Stock	218,279	⁽⁴⁾	0	I	See footnote⁽³⁾
Warrant to Purchase Series C Convertible Preferred Stock	⁽⁵⁾	04/08/2014		X			109,015	⁽⁵⁾	07/02/2020	Common Stock	794⁽²⁾	⁽⁵⁾	0	I	See footnote⁽³⁾
Warrant to Purchase Series C Convertible Preferred Stock	⁽⁵⁾	04/08/2014		X			54,507	⁽⁵⁾	12/29/2020	Common Stock	397⁽²⁾	⁽⁵⁾	0	I	See footnote⁽³⁾
Convertible Promissory Notes	⁽⁶⁾	04/08/2014		C			3,387,146	⁽⁶⁾	07/01/2017	Common Stock	3,387,146	⁽⁶⁾	0	I	See footnote⁽³⁾
Convertible Promissory Notes	⁽⁶⁾	04/08/2014		C			1,999,898	⁽⁶⁾	07/01/2017	Common Stock	1,999,898	⁽⁶⁾	0	I	See footnote⁽³⁾

Explanation of Responses:

1. The shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted into Common Stock in connection with the Issuer's initial public offering and had no expiration date.

2. The number of shares reflects a 10.1-for-1 reverse stock spilt of all outstanding shares of Common Stock effected on March 21, 2014.

3. The securities are held of record by Essex Woodlands Health Ventures Fund VII, L.P. (the "Fund"). The Reporting Person may be deemed to share voting and investment power over securities held by the Fund.

4. The warrants were automatically net exercised in connection with the Issuer's initial public offering at an exercise price of $2.12100 per share.

5. The warrants were automatically net exercised in connection with the Issuer's initial public offering at an exercise price of $7.41140 per share.

6. The principal amount and accrued interest automatically converted into the specified number of shares of Common Stock in connection with the Issuer's initial public offering.

Remarks:

	/s/Lowell Segal, Attorney-in-fact	04/08/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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