SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
Longitude Venture Partners LP

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CORCEPT THERAPEUTICS INC [ CORT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 02/06/2009 P(1) 4,642,857 A $0.687 8,522,732 D(2)
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 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
Warrants (right to buy) $2.77 02/06/2009 P(1) 496,193 (3) 03/24/2015 Common Stock 496,193 $0.125 2,261,418 D(4)
1. Name and Address of Reporting Person*
Longitude Venture Partners LP

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Longitude Capital Associates, L.P.

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Longitude Capital Partners, LLC

(Last) (First) (Middle)
800 EL CAMINO REAL
SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tammenoms Bakker Juliet

(Last) (First) (Middle)
LONGITUDE CAPITAL MANAGEMENT CO., LLC
800 EL CAMINO REAL, SUITE 220

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Purchased as part of a unit in a transaction among certain private parties as purchasers and Paperboy Ventures LLC as the seller. Each unit consists of one share of common stock and 10.69% warrant coverage and was purchased at a price of $0.70. The unit price has been allocated between the common stock and the warrant as follows: $0.687 per share of common stock and $0.013 for the warrant to purchase 10.69% of a share of common stock (representing a warrant purchase price of $0.125 per share of common stock underlying the warrant).
2. This report is filed jointly by Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Partners, LLC ("Longitude Capital"), Longitude Capital Associates, L.P. ("LCA"), and Juliet Tammenoms Bakker, all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LVP may also be deemed a director by virtue of its right to nominate a representative to serve on the Issuer's Board of Directors. LVP is the record holder of 8,431,500 of the shares of common stock and LCA is the record holder of 91,232 of the shares of common stock. Patrick G. Enright currently serves as LVP's representative on the Issuer's Board of Directors. Each of Longitude Capital and Ms. Tammenoms Bakker disclaims beneficial ownership of all securities except to the extent of their respective pecuniary interest therein.
3. Immediately.
4. LVP is the record holder of 2,251,668 warrants and LCA is the record holder of 9,750 warrants.
Remarks:
See Exhibit 99.1
/s/ Juliet Tammenoms Bakker, managing member of Longitude Capital Partners, LLC 02/09/2009
** 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.
                                                                    Exhibit 99.1

                         Form 4 Joint Filer Information

Name:                                  Longitude Capital Partners, LLC

Address:                               800 El Camino Real, Suite 220
                                       Menlo Park, CA  94025

Designated Filer:                      Longitude Venture Partners, L.P.

Issuer & Ticker Symbol:                Corcept Therapeutics Incorporated (CORT)

Date of Event Requiring Statement:     February 6, 2009


Signature:                             /s/ Juliet Tammenoms Bakker
                                       -----------------------------------------
                                       Name: Juliet Tammenoms Bakker
                                       Its:  Managing Member

Name:                                  Longitude Capital Associates, L.P.

Address:                               800 El Camino Real, Suite 220
                                       Menlo Park, CA  94025

Designated Filer:                      Longitude Venture Partners, L.P.

Issuer & Ticker Symbol:                Corcept Therapeutics Incorporated (CORT)

Date of Event Requiring Statement:     February 6, 2009

Signature:                             By:  LONGITUDE CAPITAL PARTNERS, LLC
                                       Its: General Partner


                                       /s/ Juliet Tammenoms Bakker
                                       -----------------------------------------
                                       Name: Juliet Tammenoms Bakker
                                       Its:  Managing Member


Name:                                  Juliet Tammenoms Bakker

Address:                               800 El Camino Real, Suite 220
                                       Menlo Park, CA  94025

Designated Filer:                      Longitude Venture Partners, L.P.

Issuer & Ticker Symbol:                Corcept Therapeutics Incorporated (CORT)

Date of Event Requiring Statement:     February 6, 2009


Signature:                             By: /s/ Juliet Tammenoms Bakker
                                           -------------------------------------