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
- 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").
- 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.
- 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.
- 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.