Edgar Filing: Corium International, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ESSEX WOODLANDS HEALTH VENTURES FUND VII LP

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2014

3. Issuer Name and Ticker or Trading Symbol
Corium International, Inc. [CORI]

(Last)

(First)

(Middle)

C/O ESSEX WOODLANDS HEALTH VENTURES,Â 335 BRYANT STREET, THIRD FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	679,115 ⁽²⁾	$ ⁽¹⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	2,028,309 ⁽²⁾	$ ⁽¹⁾	D	Â
Warrant to Purchase Common Stock	Â ⁽³⁾	08/02/2017	Common Stock	541,206	$ 2.121	D	Â
Warrant to Purchase Common Stock	Â ⁽³⁾	08/02/2017	Common Stock	35,905	$ 2.121	D	Â
Warrant to Purchase Common Stock	Â ⁽³⁾	08/02/2017	Common Stock	291,410	$ 2.121	D	Â
Warrant to Purchase Common Stock	Â ⁽³⁾	08/02/2017	Common Stock	1,516	$ 2.121	D	Â
Warrant to Purchase Common Stock	Â ⁽³⁾	08/02/2017	Common Stock	297,029	$ 2.121	D	Â
Warrant to Purchase Series C Convertible Preferred Stock	Â ⁽³⁾	07/02/2020	Series C Convertible Preferred Stock ⁽⁴⁾	109,015 ⁽⁴⁾	$ 0.7338 ⁽⁵⁾	D	Â
Warrant to Purchase Series C Convertible Preferred Stock	Â ⁽³⁾	12/29/2020	Series C Convertible Preferred Stock ⁽⁴⁾	54,507 ⁽⁴⁾	$ 0.7338 ⁽⁵⁾	D	Â
Convertible Promissory Note	Â ⁽⁶⁾	07/01/2017	Common Stock	3,387,146 ⁽²⁾	$ ⁽⁶⁾	D	Â
Convertible Promissory Note	Â ⁽⁶⁾	07/01/2017	Common Stock	1,999,898 ⁽²⁾	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ESSEX WOODLANDS HEALTH VENTURES FUND VII LP C/O ESSEX WOODLANDS HEALTH VENTURES 335 BRYANT STREET, THIRD FLOOR PALO ALTO,Â CAÂ 94301	Â	Â X	Â	Â

Signatures

/s/Lowell Segal, Attorney-in-fact		04/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock have no expiration date and are convertible at any time at the election of the holder and will automatically convert into shares of Common Stock in connection with the Issuer's initial public offering.
(2)	The number of shares reflects a 10.1-for-1 reverse stock split of all outstanding shares of Common Stock effected on March 21, 2014.
(3)	The warrants may be exercised at any time at the election of the holder and will automatically net exercise in connection with the Issuer's initial public offering.
(4)	Upon conversion of the Series C Convertible Preferred Stock into Common Stock in connection with the Issuer's initial public offering, the underlying shares will be subject to a 10.1-for-1 reverse stock split of all outstanding shares of Common Stock effected on March 21, 2014.
(5)	Upon conversion of the Series C Convertible Preferred Stock into Common Stock in connection with the Issuer's initial public offering, the exercise price will be adjusted to reflect a 10.1-for-1 reverse stock split of all outstanding shares of Common Stock effected on March 21, 2014.
(6)	The principal amount and accrued interest will automatically convert into the specified number of shares of Common Stock in connection with the Issuer's initial public offering.
Â Remarks: ExhibitÂ ListÂ -Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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