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CORI Corium International, Inc. (delisted)

12.68
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Corium International, Inc. (delisted) NASDAQ:CORI NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 12.68 12.54 199,999.99 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

28/11/2018 7:45pm

Edgar (US Regulatory)


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gurnet Holding Co
2. Issuer Name and Ticker or Trading Symbol

Corium International, Inc. [ CORI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O WAYPOINT INTERNATIONAL GP LLC, 55 CAMBRIDGE PARKWAY, SUITE 401
3. Date of Earliest Transaction (MM/DD/YYYY)

11/27/2018
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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     P (1)    31578042   A $12.50   31578042   (2) I   (2) See footnote   (2)
Common Stock   11/27/2018     P (4)    5051463   (3) A $12.50   100   (2) (3) (4) I   (2) See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  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").
(2)  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.
(3)  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.
(4)  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.

Remarks:
Exhibit 99.1 (Joint Filer Information) and Exhibit 99.2 (Joint Filer Signatures) are incorporated herein by reference.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gurnet Holding Co
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401
CAMBRIDGE, MA 02142

X

Gurnet Merger Sub, Inc.
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401
CAMBRIDGE, MA 02142

X

Gurnet Point, L.P.
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401
CAMBRIDGE, MA 02142

X

Waypoint International GP LLC
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401
CAMBRIDGE, MA 02142

X


Signatures
See Exhibit 99.2 for signatures 11/28/2018
** 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 control number.

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