GARDNER PHYLLIS 4
4 · Corium International, Inc. · Filed Nov 28, 2018
Insider Transaction Report
Form 4
GARDNER PHYLLIS
Director
Transactions
- Disposition to Issuer
Common Stock
2018-11-27$12.50/sh−34,203$427,538→ 0 total - Disposition to Issuer
Director Stock Option (Right to Buy)
2018-11-27$12.50/sh−7,920$99,000→ 0 totalExercise: $4.14Exp: 2024-01-25→ Common Stock (7,920 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2018-11-27$12.50/sh−15,000$187,500→ 0 totalExercise: $4.59Exp: 2026-12-21→ Common Stock (15,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2018-11-27$12.50/sh−15,000$187,500→ 0 totalExercise: $11.59Exp: 2027-11-30→ Common Stock (15,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2018-11-27$12.50/sh−12,000$150,000→ 0 totalExercise: $5.79Exp: 2024-12-03→ Common Stock (12,000 underlying) - Disposition to Issuer
Director Stock Option (Right to Buy)
2018-11-27$12.50/sh−12,000$150,000→ 0 totalExercise: $7.19Exp: 2025-12-17→ Common Stock (12,000 underlying)
Footnotes (2)
- [F1]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").
- [F2]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.