SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Gurnet Holding Co

(Last) (First) (Middle)
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2018
3. Issuer Name and Ticker or Trading Symbol
Corium International, Inc. [ CORI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share 0(1)(2)(3)(4) I N/A(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Gurnet Holding Co

(Last) (First) (Middle)
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gurnet Merger Sub, Inc.

(Last) (First) (Middle)
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gurnet Point, L.P.

(Last) (First) (Middle)
C/O WAYPOINT INTERNATIONAL GP LLC
55 CAMBRIDGE PARKWAY, SUITE 401

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
Explanation of Responses:
1. Gurnet Holding Company ("Parent") and its direct wholly owned subsidiary, Gurnet Merger Sub, Inc. ("Merger Sub"), entered into an Agreement and Plan of Merger, dated as of October 11, 2018 (the "Merger Agreement"), with Corium International, Inc. ("Corium"), pursuant to which Merger Sub will commence a tender offer (the "Offer") to purchase all of the issued and outstanding shares of Common Stock, par value $0.001 per share, of Corium (the "Shares"), at a purchase price of $12.50 per Share in cash, plus one non-transferable contingent value right for each share, which represents the contractual right to receive $0.50 per Share following approval by the FDA of the New Drug Application for Corplex Donepezil, as described in and under the terms of the Contingent Value Rights Agreement (as described in the Merger Agreement), without interest. (Continued in Footnote 2)
2. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Corium with Corium surviving the Merger and becoming a wholly-owned subsidiary of Parent (the "Merger"). In connection with the Merger Agreement, Parent and Merger Sub entered into a tender and support agreement, dated as of October 11, 2018 (the "Tender and Support Agreement"), with Essex Woodlands Health Ventures Fund VII, L.P., who agreed, subject to certain limited specified exceptions, to tender into the Offer, and not withdraw, all Shares owned of record or beneficially owned or acquired by them after such date (the "Subject Shares"), to vote the Subject Shares in favor of the Merger and vote against alternative acquisition proposals to the Merger and to refrain from disposing of the Subject Shares. (Continued in Footnote 3)
3. As of the date hereof, the Subject Shares include 9,353,304 Shares beneficially owned by Essex Woodlands Health Ventures Fund VII, L.P.
4. As Merger Sub is a direct wholly-owned subsidiary of Parent, and because Parent and Merger Sub executed the Tender and Support Agreement, and as a result of Parent being a direct wholly-owned subsidiary Gurnet Point L.P. ("Gurnet Point") and Waypoint International GP LLC being the general partner of Gurnet Point ("Waypoint"), each of Parent, Merger Sub, Gurnet Point and Waypoint (collectively, the "Reporting Persons") may be deemed to have acquired beneficial ownership over the Subject Shares for the purpose of determining its status as a ten percent holder thereof. However, as none of the Reporting Persons have any pecuniary interest in the Subject Shares, beneficial ownership over the Subject Shares is expressly disclaimed for reporting purposes.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
/s/ James B. Singleton 10/22/2018
** 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 5 (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 Number.

Exhibit 99.1

 

Exhibit 99.1 - Joint Filer Information

 

Designated Filer: Gurnet Holding Company

Issuer & Ticker Symbol: Corium International, Inc. (CORI)

Date of Event Requiring Statement: October 11, 2018

 

Joint Filers:

1. Name: Gurnet Holding Company

Address: c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

 

2. Name: Gurnet Merger Sub, Inc.

Address: c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

 

3. Name: Gurnet Point L.P.

Address: c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

 


Exhibit 99.2

 

Exhibit 99.2 - Joint Filers’ Signatures

 

Designated Filer: Gurnet Holding Company

Issuer & Ticker Symbol: Corium International, Inc. (CORI)

Date of Event Requiring Statement: October 11, 2018

 

 

GURNET HOLDING COMPANY

 

 

 

By:

 

 

 

/s/ James B. Singleton

 

 

 

Name: James B. Singleton

 

 

 

Title: Secretary

 

 

 

Date: October 22, 2018

 

 

 

 

 

 

 

GURNET MERGER SUB, INC.

 

 

 

By:

 

 

 

/s/ James B. Singleton

 

 

 

Name: James B. Singleton

 

 

 

Title: President

 

 

 

Date: October 22, 2018

 

 

 

 

 

 

 

GURNET POINT L.P.

 

 

 

By:

 

 

 

/s/ James B. Singleton

 

 

 

Name: James B. Singleton

 

 

 

Title: Manager of Waypoint International
GP LLC, in its capacity as General Partner
of Gurnet Point L.P.

 

 

 

Date: October 22, 2018

 

 

 

 

 

 

 

WAYPOINT INTERNATIONAL GP LLC.

 

 

 

By:

 

 

 

/s/ James B. Singleton

 

 

 

Name: James B. Singleton

 

 

 

Title: Manager

 

 

 

Date: October 22, 2018