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4//SEC Filing

STAPLE PETER D 4

Accession 0001567619-18-007075

CIK 0001594337other

Filed

Nov 27, 7:00 PM ET

Accepted

Nov 28, 8:02 PM ET

Size

51.3 KB

Accession

0001567619-18-007075

Insider Transaction Report

Form 4
Period: 2018-11-27
STAPLE PETER D
DirectorPresident & CEO
Transactions
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh10,714$133,9250 total
    Exercise: $2.22Exp: 2023-02-19Common Stock (10,714 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh135,577$1,694,7130 total
    Exercise: $5.50Exp: 2024-12-02Common Stock (135,577 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh75,604$945,0500 total
    Exercise: $4.14Exp: 2024-01-26Common Stock (75,604 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh12,594$157,4250 total
    Exercise: $7.94Exp: 2025-12-07Common Stock (12,594 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh42,969$537,1130 total
    Exercise: $11.59Exp: 2027-11-30Common Stock (42,969 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh135,903$1,698,7880 total
    Exercise: $11.59Exp: 2027-11-30Common Stock (135,903 underlying)
  • Disposition to Issuer

    Common Stock

    2018-11-27$12.50/sh34,878$435,9750 total(indirect: By Trust)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh34,289$428,6130 total
    Exercise: $2.22Exp: 2022-12-12Common Stock (34,289 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh32,144$401,8000 total
    Exercise: $2.22Exp: 2023-02-19Common Stock (32,144 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh16,194$202,4250 total
    Exercise: $5.50Exp: 2024-12-02Common Stock (16,194 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh72,917$911,4630 total
    Exercise: $7.94Exp: 2025-12-07Common Stock (72,917 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh89,844$1,123,0500 total
    Exercise: $4.59Exp: 2026-12-21Common Stock (89,844 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh14,489$181,1130 total
    Exercise: $7.94Exp: 2025-12-07Common Stock (14,489 underlying)
  • Disposition to Issuer

    Common Stock

    2018-11-27$12.50/sh291,397$3,642,4630 total
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh51,128$639,1000 total
    Exercise: $4.14Exp: 2024-01-26Common Stock (51,128 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh75,719$946,4880 total
    Exercise: $2.22Exp: 2022-12-12Common Stock (75,719 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh3,229$40,3630 total
    Exercise: $5.50Exp: 2024-12-02Common Stock (3,229 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh75,870$948,3750 total
    Exercise: $4.59Exp: 2026-12-21Common Stock (75,870 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh21,786$272,3250 total
    Exercise: $4.59Exp: 2026-12-21Common Stock (21,786 underlying)
  • Disposition to Issuer

    Employee Stock Option (Right to Buy)

    2018-11-27$12.50/sh8,628$107,8500 total
    Exercise: $11.59Exp: 2027-11-30Common Stock (8,628 underlying)
  • Disposition to Issuer

    Restricted Stock Units (RSU)

    2018-11-27$12.50/sh23,437$292,9630 total
    Common Stock (23,437 underlying)
  • Disposition to Issuer

    Restricted Stock Units (RSU)

    2018-11-27$12.50/sh31,250$390,6250 total
    Common Stock (31,250 underlying)
Footnotes (4)
  • [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.
  • [F3]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.
  • [F4]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.

Documents

1 file

Issuer

Corium International, Inc.

CIK 0001594337

Entity typeother

Related Parties

1
  • filerCIK 0001271088

Filing Metadata

Form type
4
Filed
Nov 27, 7:00 PM ET
Accepted
Nov 28, 8:02 PM ET
Size
51.3 KB