Edgar Filing: Corium International, Inc.

Ownership Submission

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 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Eastman Ronald W

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

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

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

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2014

(Street)

PALO ALTO, CA 94301

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

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/08/2014		C		679,115	A	⁽¹⁾	679,115	I	See footnote ⁽³⁾
Common Stock	04/08/2014		C		2,028,309	A	⁽¹⁾	2,707,424	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		397,718	A	⁽⁴⁾	3,105,142	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		26,385	A	⁽⁴⁾	3,131,527	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		214,149	A	⁽⁴⁾	3,345,676	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		1,114	A	⁽⁴⁾	3,346,790	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		218,279	A	⁽⁴⁾	3,565,069	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		794	A	⁽⁵⁾	3,565,863	I	See footnote ⁽³⁾
Common Stock	04/08/2014		X		397	A	⁽⁵⁾	3,566,260	I	See footnote ⁽³⁾
Common Stock	04/08/2014		C		3,387,146	A	⁽⁶⁾	6,953,406	I	See footnote ⁽³⁾
Common Stock	04/08/2014		C		1,999,898	A	⁽⁶⁾	8,953,304	I	See footnote ⁽³⁾
Common Stock	04/08/2014		P		400,000	A	$ 8	9,353,304	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

⁽¹⁾

04/08/2014

6,859,066

⁽¹⁾

Common Stock

679,115 ⁽²⁾

$ 0

See footnote ⁽³⁾

Series C Convertible Preferred Stock

⁽¹⁾

04/08/2014

20,485,926

⁽¹⁾

Common Stock

2,028,309 ⁽²⁾

$ 0

See footnote ⁽³⁾

Warrant to Purchase Common Stock

⁽⁴⁾

04/08/2014

397,718

⁽⁴⁾

08/02/2017

Common Stock

397,718

⁽⁴⁾

See footnote ⁽³⁾

Warrant to Purchase Common Stock

⁽⁴⁾

04/08/2014

26,385

⁽⁴⁾

08/02/2017

Common Stock

26,385

⁽⁴⁾

See footnote ⁽³⁾

Warrant to Purchase Common Stock

⁽⁴⁾

04/08/2014

214,149

⁽⁴⁾

08/02/2017

Common Stock

214,149

⁽⁴⁾

See footnote ⁽³⁾

Warrant to Purchase Common Stock

⁽⁴⁾

04/08/2014

1,114

⁽⁴⁾

08/02/2017

Common Stock

1,114

⁽⁴⁾

See footnote ⁽³⁾

Warrant to Purchase Common Stock

⁽⁴⁾

04/08/2014

218,279

⁽⁴⁾

08/02/2017

Common Stock

218,279

⁽⁴⁾

See footnote ⁽³⁾

Warrant to Purchase Series C Convertible Preferred Stock

⁽⁵⁾

04/08/2014

109,015

⁽⁵⁾

07/02/2020

Common Stock

794 ⁽²⁾

⁽⁵⁾

See footnote ⁽³⁾

Warrant to Purchase Series C Convertible Preferred Stock

⁽⁵⁾

04/08/2014

54,507

⁽⁵⁾

12/29/2020

Common Stock

397 ⁽²⁾

⁽⁵⁾

See footnote ⁽³⁾

Convertible Promissory Notes

⁽⁶⁾

04/08/2014

3,387,146

⁽⁶⁾

07/01/2017

Common Stock

3,387,146

⁽⁶⁾

See footnote ⁽³⁾

Convertible Promissory Notes

⁽⁶⁾

04/08/2014

1,999,898

⁽⁶⁾

07/01/2017

Common Stock

1,999,898

⁽⁶⁾

See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Eastman Ronald W C/O ESSEX WOODLANDS HEALTH VENTURES 335 BRYANT STREET, THIRD FLOOR PALO ALTO, CA 94301	X	X

Signatures

/s/Lowell Segal, Attorney-in-fact		04/08/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock automatically converted into Common Stock in connection with the Issuer's initial public offering and had no expiration date.
(2)	The number of shares reflects a 10.1-for-1 reverse stock spilt of all outstanding shares of Common Stock effected on March 21, 2014.
(3)	The securities are held of record by Essex Woodlands Health Ventures Fund VII, L.P. (the "Fund"). The Reporting Person may be deemed to share voting and investment power over securities held by the Fund.
(4)	The warrants were automatically net exercised in connection with the Issuer's initial public offering at an exercise price of $2.12100 per share.
(5)	The warrants were automatically net exercised in connection with the Issuer's initial public offering at an exercise price of $7.41140 per share.
(6)	The principal amount and accrued interest automatically converted into the specified number of shares of Common Stock in connection with the Issuer's initial public offering.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.