Sec Form 4 Filing - Singh Parminder @ Corium International, Inc. - 2018-11-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Singh Parminder
2. Issuer Name and Ticker or Trading Symbol
Corium International, Inc. [ CORI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CTO & Vice President, R&D
(Last) (First) (Middle)
C/O CORIUM INTERNATIONAL, INC., 235 CONSTITUIION DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
11/27/2018
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 D( 1 ) 16,127 ( 2 ) D $ 12.5 ( 1 ) 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Employee Stock Option (Right to Buy) $ 2.222 11/27/2018 D( 1 ) 33,663 ( 3 ) 12/12/2022 Common St ock 33,663 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 2.222 11/27/2018 D( 1 ) 33,663 ( 3 ) 02/19/2023 Common Stock 33,663 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.141 11/27/2018 D( 1 ) 34,653 ( 3 ) 01/26/2024 Common Stock 34,653 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 5.5 11/27/2018 D( 1 ) 37,996 ( 3 ) 12/02/2024 Common Stock 37,996 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 7.94 11/27/2018 D( 1 ) 1 ( 3 ) 12/07/2025 Common Stock 1 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 5.5 11/27/2018 D( 1 ) 35,442 ( 3 ) 12/02/2024 Common Stock 35,442 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 7.94 11/27/2018 D( 1 ) 32,812 ( 3 ) 12/07/2025 Common Stock 32,812 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 4.59 11/27/2018 D( 1 ) 32,344 ( 3 ) 12/21/2026 Common Stock 32,344 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 11.59 11/27/2018 D( 1 ) 13,750 ( 3 ) 11/30/2027 Common Stock 13,750 $ 12.5 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 5.5 11/27/2018 D( 1 ) 1,112 ( 4 ) 12/02/2024 Common Stock 1,112 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 7.94 11/27/2018 D( 1 ) 937 ( 4 ) 12/07/2025 Common Stock 937 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 4.59 11/27/2018 D( 1 ) 15,956 ( 4 ) 12/21/2026 Common Stock 15,956 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 11.59 11/27/2018 D( 1 ) 35,677 ( 4 ) 11/30/2027 Common Stock 35,677 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 5.5 11/27/2018 D( 1 ) 450 ( 4 ) 12/02/2024 Common Stock 450 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 7.94 11/27/2018 D( 1 ) 11,250 ( 4 ) 12/07/2025 Common Stock 11,250 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 4.59 11/27/2018 D( 1 ) 19,200 ( 4 ) 12/21/2026 Common Stock 19,200 $ 12.5 0 D
Employee Stock Option (Right to Buy) $ 11.59 11/27/2018 D( 1 ) 10,573 ( 4 ) 11/30/2027 Common Stock 10,573 $ 12.5 0 D
Restricted Stock Units (RSU) ( 5 ) 11/27/2018 D( 1 ) 8,437 ( 5 ) ( 5 ) Common Stock 8,437 $ 12.5 0 D
Restricted Stock Units (RSU) ( 5 ) 11/27/2018 D( 1 ) 6,250 ( 5 ) ( 5 ) Common Stock 6,250 $ 12.5 0 D
Restricted Stock Units (RSU) ( 5 ) 11/27/2018 D( 1 ) 10,000 ( 5 ) ( 5 ) Common Stock 10,000 $ 12.5 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Singh Parminder
C/O CORIUM INTERNATIONAL, INC.
235 CONSTITUIION DRIVE
MENLO PARK, CA94025
CTO & Vice President, R&D
Signatures
/s/Christina Dickerson, Attorney-in-Fact 11/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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").
( 2 )Includes 257 shares acquired under the Issuer's employee stock purchase plan on November 19, 2018.
( 3 )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.
( 4 )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.
( 5 )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.

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.