Page 7 of 10 – SEC Filing
| CUSIP No. 218352102 | 13D | Page 7 of 10 Pages |
Explanatory Note:
This Amendment No. 7 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 and Amendment
No. 6 filed with the Commission on March 6, 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. 6
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 3. | Source and Amount of Funds of Other Consideration. |
Item 3 of the Schedule is amended by adding
the following paragraph at the end thereof:
On March 16, 2017, LVP and LCA
engaged in a pro rata distribution of 980,350 and 19,650 shares of common stock of the Issuer, respectively, to their
respective partners for no consideration. LCP, the sole general partner of LVP and LCA, received a pro rata allocation of the
distributed shares in accordance with its ownership percentage in each entity, and on March 16, 2017, further
distributed such allocation to its members on a pro rata basis and for no consideration. Ms. Bakker and
Mr. Enright, managing members of LCP, each received 68,071 shares of common stock of the Issuer in the distribution by
LCP.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule is amended
by incorporating the information set forth in Item 3 of this Amendment, and adding the following paragraph at the end thereof:
On various dates from March 8 through
March 16, 2017, LVP and LCA sold shares of Common Stock in multiple open market sale transactions and received aggregate gross
cash proceeds of $16,088,680 from all such sales. On March 17, 2017, Ms. Bakker sold shares of Common Stock in one open
market sale transaction and received aggregate gross cash proceeds of $294,681 from such sale. 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) and (c) of the Schedule
are amended and restated in their entirety to read as follows:
(a) According to the
Annual Report on Form 10-K filed by the Issuer with the Commission on March 6, 2017, as of February 28, 2017, there were
112,942,391 shares of Common Stock outstanding. LVP is the record holder of 5,721,372 shares of Common Stock, representing approximately
5.1% of the issued and outstanding shares of Common Stock. LCA is the record holder of 114,675 shares of Common Stock, representing
approximately 0.1% 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 310,000 shares of Common Stock,
of which stock options to purchase up to 307,500 shares of Common Stock are currently exercisable or exercisable within 60 days
after March 17, 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.
