4//SEC Filing
Gurnet Holding Co 4
Accession 0001104659-18-070277
CIK 0001594337other
Filed
Nov 27, 7:00 PM ET
Accepted
Nov 28, 2:43 PM ET
Size
34.2 KB
Accession
0001104659-18-070277
Insider Transaction Report
Form 4
Gurnet Holding Co
10% Owner
Transactions
- Purchase
Common Stock
2018-11-27$12.50/sh+31,578,042$394,725,525→ 31,578,042 total(indirect: See footnote) - Purchase
Common Stock
2018-11-27$12.50/sh+5,051,463$63,143,288→ 100 total(indirect: See footnote)
Gurnet Merger Sub, Inc.
10% Owner
Transactions
- Purchase
Common Stock
2018-11-27$12.50/sh+31,578,042$394,725,525→ 31,578,042 total(indirect: See footnote) - Purchase
Common Stock
2018-11-27$12.50/sh+5,051,463$63,143,288→ 100 total(indirect: See footnote)
Gurnet Point, L.P.
10% Owner
Transactions
- Purchase
Common Stock
2018-11-27$12.50/sh+31,578,042$394,725,525→ 31,578,042 total(indirect: See footnote) - Purchase
Common Stock
2018-11-27$12.50/sh+5,051,463$63,143,288→ 100 total(indirect: See footnote)
Waypoint International GP LLC
10% Owner
Transactions
- Purchase
Common Stock
2018-11-27$12.50/sh+31,578,042$394,725,525→ 31,578,042 total(indirect: See footnote) - Purchase
Common Stock
2018-11-27$12.50/sh+5,051,463$63,143,288→ 100 total(indirect: See footnote)
Footnotes (4)
- [F1]Shares of Common Stock, par value $0.001 per share (the "Shares"), of the Issuer acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of October 11, 2018 (the "Merger Agreement"), by and among Gurnet Holding Company ("Parent"), Gurnet Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer (such tender offer, the "Offer").
- [F2]Directly held by Merger Sub. Merger Sub is a direct wholly owned subsidiary of Parent. Parent is a direct wholly-owned subsidiary of Gurnet Point L.P. and Waypoint International GP LLC ("Waypoint") is the general partner of Gurnet Point L.P. Each of Waypoint, Gurnet Point L.P. and Parent may be deemed to have indirect beneficial ownership of the shares held by Merger Sub.
- [F3]Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by Waypoint, Gurnet Point L.P., Parent and Merger Sub pursuant to the consummation of the transactions contemplated by the Merger Agreement.
- [F4]Effective on November 27, 2018, Merger Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a direct wholly owned subsidiary of Parent (the "Merger"). As a result of the Merger, all of the outstanding Shares (other than those owned by Parent or Merger Sub) were cancelled and converted into the right to receive the merger consideration under the Merger Agreement. Following and as a result of the Merger, Parent owned 100 shares of common stock of the Issuer, which represents all of the outstanding shares of common stock of the Issuer.
Issuer
Corium International, Inc.
CIK 0001594337
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001756450
Filing Metadata
- Form type
- 4
- Filed
- Nov 27, 7:00 PM ET
- Accepted
- Nov 28, 2:43 PM ET
- Size
- 34.2 KB