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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CORCEPT THERAPEUTICS INC [ CORT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 11/22/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/22/2016 | S | 9,411 | D | $9.3297(1) | 13,802,702 | D(2) | |||
| Common Stock | 11/22/2016 | S | 189 | D | $9.3297(1) | 180,641 | I | By LCA(3) | ||
| Common Stock | 11/23/2016 | S | 12,352 | D | $9.3038(4) | 13,790,350 | D(2) | |||
| Common Stock | 11/23/2016 | S | 248 | D | $9.3038(4) | 180,393 | I | By LCA(3) | ||
| Common Stock | 11/25/2016 | S | 14,451 | D | $9.3869(5) | 13,775,899 | D(2) | |||
| Common Stock | 11/25/2016 | S | 290 | D | $9.3869(5) | 180,103 | I | By LCA(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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Reflects sales of common stock executed in multiple transactions at prices ranging from $9.300 to $9.3600. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Corcept Therapeutics Incorporated or a security holder of Corcept Therapeutics Incorporated full information regarding the number of shares and prices at which the sales were effected. |
| 2. Reflects transactions and holdings of shares of common stock of the Issuer held of record by Longitude Venture Partners, L.P. ("LVP"). This report is filed jointly by LVP, Longitude Capital Partners, LLC ("Longitude Capital"), the sole general partner of LVP, and Juliet Tammenoms Bakker, a managing member of Longitude Capital, with respect to the securities held and transactions effected by LVP. LVP may also be deemed a director by virtue of its right to nominate a representative to serve on the Issuer's Board of Directors. Patrick G. Enright currently serves as LVP's representative on the Issuer's Board of Directors and files separate reports under Section 16(a) of the Securities Exchange Act of 1934 to report transactions in securities of the Issuer. Each of Longitude Capital and Ms. Bakker disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein. |
| 3. Reflects transactions and holdings of shares of common stock of the Issuer held of record by Longitude Capital Associates, L.P. ("LCA"). This report is jointly filed by LCA, Longitude Capital, the sole general partner of LCA, and Ms. Bakker, a managing member of Longitude Capital, with respect to the securities held and transactions effected by LCA. Each of Longitude Capital and Ms. Bakker disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein. |
| 4. Reflects sales of common stock executed in multiple transactions at prices ranging from $9.3000 to $9.3400. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Corcept Therapeutics Incorporated or a security holder of Corcept Therapeutics Incorporated full information regarding the number of shares and prices at which the sales were effected. |
| 5. Reflects sales of common stock executed in multiple transactions at prices ranging from $9.3000 to $9.4600. The price reported reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, Corcept Therapeutics Incorporated or a security holder of Corcept Therapeutics Incorporated full information regarding the number of shares and prices at which the sales were effected. |
| Remarks: |
| /s/ Juliet Tammenoms Bakker, as managing member of Longitude Capital Partners, LLC, as general partner of Longitude Venture Partners, L.P. | 11/25/2016 | |
| /s/ Juliet Tammenoms Bakker, as managing member of Longitude Capital Partners, LLC | 11/25/2016 | |
| /s/ Juliet Tammenoms Bakker | 11/25/2016 | |
| /s/ Juliet Tammenoms Bakker, as managing member of Longitude Capital Partners, LLC, as general partner of Longitude Capital Associates, L.P. | 11/25/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||