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^*

STAPLE PETER D

(Last)

(First)

(Middle)

C/O CORIUM INTERNATIONAL, INC.

235 CONSTITUTION DRIVE

(Street)

MENLO PARK

94025

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2018

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	08/15/2018		M		190,730	A	$2.121	362,316	D
Common Stock	08/15/2018		F		45,919⁽¹⁾	D	$8.81	316,397	D
Common Stock	08/16/2018		S⁽²⁾		39,320⁽³⁾	D	$8.6624⁽⁴⁾	277,077	D
Common Stock	08/17/2018		M		7,813	A	$0	284,890	D
Common Stock	08/17/2018		S		2,701⁽⁵⁾	D	$9.0086⁽⁶⁾	282,189	D
Common Stock	08/17/2018		S⁽²⁾		34,320⁽³⁾	D	$8.9623⁽⁷⁾	247,869	D
Common Stock								34,878	I	By The Staple Family 2006 Trust

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)
Employee Stock Option (Right to Buy)	$2.121	08/15/2018		M			190,730	⁽⁸⁾	08/25/2018	Common Stock	190,730	$0	0	D
Restricted Stock Units (RSU)	⁽⁹⁾	08/17/2018		M			7,813	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,813	$0	23,437	D

Explanation of Responses:

1. Represents the number of already-owned shares delivered by the reporting person to pay the exercise price of the expiring employee stock option listed in Table II.

2. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. Represents the number of shares sold pursuant to a Rule 10b5-1 plan adopted by the reporting person to cover tax obligations in connection with the vesting of the stock options listed in Table II.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.54 to $8.84 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of the RSUs listed in Table II. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.59 to $9.16 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.81 to $9.04 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. This option was fully vested and due to expire on August 25, 2018.

9. Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of the issuer's common stock upon settlement.

10. The RSUs vest as to 1/4 of the total number of shares on January 4, 2018 and then 1/4 of the total number of shares on January 4 of each successive year thereafter, subject to the Issuer's Insider Trading Policy and trading window and to the reporting person's continued service with the Issuer through each vesting date.

	/s/Christina Dickerson, Attorney-in-Fact	08/17/2018
	** 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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