Page 7 of 10 – SEC Filing
Page 7
of 10 Pages
Explanatory Note:
This Amendment No. 8 to Schedule 13D
(the “Amendment”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission
(the “Commission”) on April 4, 2008, as amended by Amendment No. 1 filed with the Commission on February 10, 2009,
Amendment No. 2 filed with the Commission on February 11, 2011, Amendment No. 3 filed with the Commission on June 20, 2012, Amendment
No. 4 filed with the Commission on April 1, 2015, Amendment No. 5 filed with the Commission on December 15, 2016, Amendment
No. 6 filed with the Commission on March 6, 2017, and Amendment No. 7 filed with the Commission on March 22,
2017 (the “Schedule”). This Amendment is filed on behalf of Longitude Capital Partners, LLC (“LCP”),
Longitude Venture Partners, L.P. (“LVP”), Longitude Capital Associates, L.P. (“LCA”), Juliet Tammenoms
Bakker (“Ms. Bakker”) and Patrick G. Enright (“Mr. Enright,” and collectively, the “Reporting
Persons”), relating to beneficial ownership of the common stock, par value $0.001 per share (the “Common Stock”),
of Corcept Therapeutics Incorporated, a Delaware corporation (the “Issuer”). The Reporting Persons are filing
this Amendment to report changes in their beneficial ownership since the filing of Amendment No. 7 to the Schedule. Except
as set forth below, this Amendment does not supplement, restate or amend any of the other information disclosed in the Schedule
as previously filed. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Schedule as previously
filed.
| Item 2. | Identity and Background. |
Item 2(c) of the Schedule is amended
and restated in its entirety to read as follows:
(c) Each of LVP, LCA
and LCP is a venture capital investment entity. Each of Mr. Enright and Ms. Bakker is engaged through venture capital
investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. Each of Mr. Enright
and Ms. Bakker is a managing member of LCP and such individuals collectively constitute all officers and directors of LCP,
the general partner of each of LVP and LCA, which are the record holders of certain securities of the Issuer. Mr. Enright
previously served on the Board of Directors of the Issuer (the “Board”), but such service ended effective as of
May 24, 2017.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule is amended
by adding the following paragraph at the end thereof:
On May 24, 2017, in connection with
Mr. Enright’s departure from the Board of the Issuer effective as of such date, stock options to purchase up to 5,000
shares of Common Stock that were previously granted to Mr. Enright as consideration for his service as a director on the Board
were forfeited and cancelled in full.
On May 25, 2017, LVP and LCA sold
shares of Common Stock in multiple open market sale transactions for aggregate gross cash proceeds of $825,323; on May 30,
2017, LVP and LCA sold shares of Common Stock in a block sale transaction for aggregate gross cash proceeds of $10,900,000; and
on June 7, 2017, LVP and LCA sold shares of Common Stock in a bock sale transaction for aggregate gross cash proceeds of $35,190,000.
The number of shares sold and the prices at which such shares were sold are set forth on Schedule A attached hereto,
which is incorporated herein by reference. All such sales were made for general liquidity purposes.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a), (b), (c) and (e) of the
Schedule are amended and restated in their entirety to read as follows:
(a) According to the
Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 2, 2017, as of April 28, 2017, there were
113,187,462 shares of Common Stock outstanding. LVP is the record holder of 1,732,985 shares of Common Stock, representing approximately
1.5% of the issued and outstanding shares of Common Stock. LCA is the record holder of 34,732 shares of Common Stock, representing
approximately 0.0% of the issued and outstanding shares of Common Stock. LVP and LCA may reallocate their holdings of securities
among themselves and may be deemed to beneficially own securities on an aggregated basis. LCP, as general partner of each of LVP
and LCA, has the power to vote and dispose of securities held by each of them. Ms. Bakker and Mr. Enright are the managing
members of LCP and share the decision-making power of LCP with respect to the Issuer’s securities. Ms. Bakker and Mr. Enright
have sole dispositive and voting power over 171,610 and 272,281 shares of Common Stock, respectively, which have been distributed
to them as members of LCP. In addition, Mr. Enright holds stock options to purchase up to 305,000 shares of Common Stock,
all of which are currently exercisable or exercisable within 60 days after June 7, 2017. Mr. Enright confers with Ms. Bakker
prior to making any decisions relating to the voting or disposition of such stock options or the shares issuable upon exercise
of such stock options, and Mr. Enright shares pecuniary interest in the shares subject to such stock options with the other
Reporting Persons pursuant to a contractual relationship.
