Filing Details

Accession Number:
0001104659-18-070277
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-11-28 14:43:19
Reporting Period:
2018-11-27
Accepted Time:
2018-11-28 14:43:19
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1594337 Corium International Inc. CORI Pharmaceutical Preparations (2834) 383230774
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1703753 Waypoint International Gp Llc C/O Waypoint International Gp Llc
55 Cambridge Parkway, Suite 401
Cambridge MA 02142
No No Yes No
1756450 Gurnet Holding Co C/O Waypoint International Gp Llc
55 Cambridge Parkway, Suite 401
Cambridge MA 02142
No No Yes No
1756465 Gurnet Merger Sub, Inc. C/O Waypoint International Gp Llc
55 Cambridge Parkway, Suite 401
Cambridge MA 02142
No No Yes No
1756506 Gurnet Point, L.p. C/O Waypoint International Gp Llc
55 Cambridge Parkway, Suite 401
Cambridge MA 02142
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-11-27 31,578,042 $12.50 31,578,042 No 4 P Indirect See footnote
Common Stock Acquisiton 2018-11-27 5,051,463 $12.50 100 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnote
No 4 P Indirect See footnote
Footnotes
  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.