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