SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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. 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)
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2018
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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) 31,578,042 A $12.5 31,578,042(2) I(2) See footnote(2)
Common Stock 11/27/2018 P(4) 5,051,463(3) A $12.5 100(2)(3)(4) I(2) See footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
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)
1. Name and Address of Reporting Person*
Waypoint International GP LLC

(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. 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.
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 Number.

Exhibit 99.1

 

Exhibit 99.1 - Joint Filer Information

 

Designated Filer: Gurnet Holding Company

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

Date of Earliest Transaction Required to be Reported: November 27, 2018

 

Joint Filers:

 

1. Name: Gurnet Holding Company

Address: c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

Relationship of Joint Filer to Issuer: 10% Owner

 

2. Name: Gurnet Merger Sub, Inc.

Address: c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

Relationship of Joint Filer to Issuer: 10% Owner

 

3. Name: Gurnet Point L.P.

Address: c/o Waypoint International GP LLC

55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

Relationship of Joint Filer to Issuer: 10% Owner

 

4. Name: Waypoint International GP LLC

Address: 55 Cambridge Parkway, Suite 401

Cambridge, MA 02142

Relationship of Joint Filer to Issuer: 10% Owner

 


 

Exhibit 99.2

 

Exhibit 99.2 - Joint Filers’ Signatures

 

Designated Filer: Gurnet Holding Company

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

Date of Earliest Transaction Required to be Reported: November 27, 2018

 

 

GURNET HOLDING COMPANY

 

 

 

By:

 

/s/ James B. Singleton

 

Name: James B. Singleton

 

Title: Secretary

 

Date: November 28, 2018

 

 

 

GURNET MERGER SUB, INC.

 

 

 

By:

 

/s/ James B. Singleton

 

Name: James B. Singleton

 

Title: President

 

Date: November 28, 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: November 28, 2018

 

 

 

WAYPOINT INTERNATIONAL GP LLC.

 

 

 

By:

 

/s/ James B. Singleton

 

Name: James B. Singleton

 

Title: Manager

 

Date: November 28, 2018