Officer Maduck Sean covered exercise/tax liability with 232 shares and was granted 916 shares, increasing direct ownership by 0.81% to 85,083 units (SEC Form 4)
$CORT
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CORCEPT THERAPEUTICS INC [ CORT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/03/2024 | F(1) | 232 | D | $35.3(2) | 84,167(3) | D | |||
| Common Stock | 09/03/2024 | A | 458(4) | A | $34.26(5) | 84,625(3) | D | |||
| Common Stock | 09/03/2024 | A | 458(6) | A | $0.00 | 85,083(3) | D | |||
| Common Stock | 10,000 | I | See Footnote(7) | |||||||
| Common Stock | 10,000 | I | See Footnote(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of restricted stock units. |
| 2. The closing price on August 30, 2024 was used to calculate the withholding obligation. |
| 3. Includes 582 shares underlying unvested restricted stock awards granted to the Reporting Person by the Issuer on December 1, 2023 and 636 shares underlying unvested restricted stock awards granted to the Reporting Person by the Issuer on March 1, 2024. 100% of the shares underlying the restricted stock awards will vest on the one-year anniversary of the grant date provided the Reporting Person satisfies certain requirements. |
| 4. The Reporting Person purchased shares ("Purchase Plan Shares") of the Issuer's common stock pursuant to a purchase plan ("Purchase Plan") established under the Corcept Therapeutics Incorporated 2024 Incentive Award Plan on September 3, 2024. |
| 5. In accordance with the Purchase Plan, the price was established based on the closing price on the day of the purchase. |
| 6. Shares underlie unvested restricted stock awards granted to the Reporting Person by the Issuer under the Purchase Plan. 100% of the shares underlying the restricted stock awards will vest on the one-year anniversary of the grant date provided the Reporting Person remains the beneficial owner of the Purchase Plan Shares through such one-year anniversary. |
| 7. Represents the shares held by Duckhill Capital, LLC of which the Reporting Person is President and disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 8. Represents the shares held by Sean and Molly Maduck Living Trust of which the Reporting Person is a co-trustee. |
| Remarks: |
| President, Corcept Endocrinology The power of attorney under which this form was signed is on file with the Commission. |
| /s/ Joseph Douglas Lyon, as attorney-in-fact for Sean Maduck | 09/05/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||