Corium International Form 4 Corium International / Joseph J. Sarret ownership change

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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X

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^*

Sarret Joseph J.

(Last) (First) (Middle)

C/O CORIUM INTERNATIONAL, INC.

235 CONSTITUTION DRIVE

(Street)

MENLO PARK CA 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/27/2018		D(1)		16,689(2)	D	$12.5(1)	0	D

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
Employee Stock Option (Right to Buy)	$7.94	11/27/2018		D(1)			64,948	(3)	12/07/2025	Common Stock	64,948	$12.5(3)	0	D
Employee Stock Option (Right to Buy)	$4.59	11/27/2018		D(1)			32,344	(3)	12/21/2026	Common Stock	32,344	$12.5(3)	0	D
Employee Stock Option (Right to Buy)	$11.59	11/27/2018		D(1)			12,031	(3)	11/30/2027	Common Stock	12,031	$12.5(3)	0	D
Employee Stock Option (Right to Buy)	$7.94	11/27/2018		D(1)			2,428	(4)	12/07/2025	Common Stock	2,428	$12.5	0	D
Employee Stock Option (Right to Buy)	$4.59	11/27/2018		D(1)			16,875	(4)	12/21/2026	Common Stock	16,875	$12.5	0	D
Employee Stock Option (Right to Buy)	$11.59	11/27/2018		D(1)			10,573	(4)	11/30/2027	Common Stock	10,573	$12.5	0	D
Employee Stock Option (Right to Buy)	$13.36(5)	11/27/2018		D(1)			28,497	(5)	06/18/2025	Common Stock	28,497	$12.5	0	D
Employee Stock Option (Right to Buy)	$13.36(5)	11/27/2018		D(1)			44,003	(5)	06/18/2025	Common Stock	44,003	$12.5	0	D
Employee Stock Option (Right to Buy)	$7.94	11/27/2018		D(1)			5,124	(4)	12/07/2025	Common Stock	5,124	$12.5	0	D
Employee Stock Option (Right to Buy)	$4.59	11/27/2018		D(1)			18,281	(4)	12/21/2026	Common Stock	18,281	$12.5	0	D
Employee Stock Option (Right to Buy)	$11.59	11/27/2018		D(1)			29,896	(4)	11/30/2027	Common Stock	29,896	$12.5	0	D
Restricted Stock Units (RSU)	(6)	11/27/2018		D(1)			15,000	(6)	(6)	Common Stock	15,000	$12.5	0	D
Restricted Stock Units (RSU)	(6)	11/27/2018		D(1)			8,437	(6)	(6)	Common Stock	8,437	$12.5	0	D
Restricted Stock Units (RSU)	(6)	11/27/2018		D(1)			8,750	(6)	(6)	Common Stock	8,750	$12.5	0	D

Explanation of Responses:

1. 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").

2. Includes 479 shares acquired under the Issuer's employee stock purchase plan on November 19, 2018.

3. 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.

4. 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.

5. Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase Shares with a per Share exercise price in excess of $12.50 was terminated without consideration. The per Share exercise price of this option exceeded $12.50.

6. 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	11/28/2018
	** Signature of Reporting Person	Date
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