0001567619-18-007073.txt : 20181128 0001567619-18-007073.hdr.sgml : 20181128 20181128200044 ACCESSION NUMBER: 0001567619-18-007073 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: Singh Parminder CENTRAL INDEX KEY: 0001603700 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36375 FILM NUMBER: 181206815 MAIL ADDRESS: STREET 1: C/O CORIUM INTERNATIONAL, INC. STREET 2: 235 CONSTITUTION DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 FORMER NAME: FORMER CONFORMED NAME: Parminder Singh DATE OF NAME CHANGE: 20140326 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 0001603700 Singh Parminder C/O CORIUM INTERNATIONAL, INC. 235 CONSTITUIION DRIVE MENLO PARK CA 94025 0 1 0 0 CTO & Vice President, R&D Common Stock 2018-11-27 4 D 0 16127 12.50 D 0 D Employee Stock Option (Right to Buy) 2.222 2018-11-27 4 D 0 33663 12.50 D 2022-12-12 Common Stock 33663 0 D Employee Stock Option (Right to Buy) 2.222 2018-11-27 4 D 0 33663 12.50 D 2023-02-19 Common Stock 33663 0 D Employee Stock Option (Right to Buy) 4.141 2018-11-27 4 D 0 34653 12.50 D 2024-01-26 Common Stock 34653 0 D Employee Stock Option (Right to Buy) 5.50 2018-11-27 4 D 0 37996 12.50 D 2024-12-02 Common Stock 37996 0 D Employee Stock Option (Right to Buy) 7.94 2018-11-27 4 D 0 1 12.50 D 2025-12-07 Common Stock 1 0 D Employee Stock Option (Right to Buy) 5.50 2018-11-27 4 D 0 35442 12.50 D 2024-12-02 Common Stock 35442 0 D Employee Stock Option (Right to Buy) 7.94 2018-11-27 4 D 0 32812 12.50 D 2025-12-07 Common Stock 32812 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 13750 12.50 D 2027-11-30 Common Stock 13750 0 D Employee Stock Option (Right to Buy) 5.50 2018-11-27 4 D 0 1112 12.50 D 2024-12-02 Common Stock 1112 0 D Employee Stock Option (Right to Buy) 7.94 2018-11-27 4 D 0 937 12.50 D 2025-12-07 Common Stock 937 0 D Employee Stock Option (Right to Buy) 4.59 2018-11-27 4 D 0 15956 12.50 D 2026-12-21 Common Stock 15956 0 D Employee Stock Option (Right to Buy) 11.59 2018-11-27 4 D 0 35677 12.50 D 2027-11-30 Common Stock 35677 0 D Employee Stock Option (Right to Buy) 5.50 2018-11-27 4 D 0 450 12.50 D 2024-12-02 Common Stock 450 0 D Employee Stock Option (Right to Buy) 7.94 2018-11-27 4 D 0 11250 12.50 D 2025-12-07 Common Stock 11250 0 D Employee Stock Option (Right to Buy) 4.59 2018-11-27 4 D 0 19200 12.50 D 2026-12-21 Common Stock 19200 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 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 6250 12.50 D Common Stock 6250 0 D Restricted Stock Units (RSU) 2018-11-27 4 D 0 10000 12.50 D Common Stock 10000 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 257 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 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