SEC Filing – Corcept Therapeutics, Incorporated

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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^*

GAITHER JAMES C

(Last)

(First)

(Middle)

755 PAGE MILL ROAD, SUITE A-200

(Street)

PALO ALTO

943041005

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/19/2004

4. If Amendment, Date of 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

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	04/19/2004		C		3,603	A	⁽¹⁾	3,603	D
Common Stock	04/19/2004		C		2,595	A	⁽¹⁾	6,198	D
Common Stock	04/19/2004		C		5,276	A	⁽²⁾	11,474	D
Common Stock	04/19/2004		C		29,131	A	⁽²⁾	40,605	D
Common Stock	04/19/2004		C		8,019	A	⁽¹⁾	8,019	I	By Ltd Partnership (SHAI)⁽³⁾
Common Stock	04/19/2004		C		1,228	A	⁽²⁾	9,247	I	By Ltd Partnership (SHAI)⁽³⁾
Common Stock	04/19/2004		C		5,775	A	⁽¹⁾	15,022	I	By Ltd Partnership (SHAI)⁽³⁾
Common Stock	04/19/2004		C		7,400	A	⁽²⁾	22,422	I	By Ltd Partnership (SHAI)⁽³⁾
Common Stock	04/19/2004		C		20,304	A	⁽¹⁾	20,304	I	By Ltd Partnership (SHQP)⁽⁴⁾
Common Stock	04/19/2004		C		3,109	A	⁽²⁾	23,413	I	By Ltd Partnership (SHQP)⁽⁴⁾
Common Stock	04/19/2004		C		14,619	A	⁽¹⁾	38,032	I	By Ltd Partnership (SHQP)⁽⁴⁾
Common Stock	04/19/2004		C		18,736	A	⁽²⁾	56,768	I	By Ltd Partnership (SHQP)⁽⁴⁾
Common Stock	04/19/2004		C		791,586	A	⁽¹⁾	791,586	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	04/19/2004		C		121,780	A	⁽²⁾	913,366	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	04/19/2004		C		569,940	A	⁽¹⁾	1,483,306	I	By Ltd Partnership (SHV)⁽⁵⁾
Common Stock	04/19/2004		C		732,882	A	⁽²⁾	2,216,188	I	By Ltd Partnership (SHV)⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			1,201	⁽⁶⁾	⁽⁷⁾	Common Stock	3,603	⁽¹⁾	0	D
Series A Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			2,673	⁽⁶⁾	⁽⁷⁾	Common Stock	8,019	⁽¹⁾	0	I	By Ltd Partnership (SHAI)⁽³⁾
Series A Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			6,768	⁽⁶⁾	⁽⁷⁾	Common Stock	20,304	⁽¹⁾	0	I	By Ltd Partnership (SHQP)⁽⁴⁾
Series A Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			263,862	⁽⁶⁾	⁽⁷⁾	Common Stock	791,586	⁽¹⁾	0	I	By Ltd Partnership (SHV)⁽⁵⁾
Series B Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			865	⁽⁶⁾	⁽⁷⁾	Common Stock	2,595	⁽¹⁾	0	D
Series B Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			1,925	⁽⁶⁾	⁽⁷⁾	Common Stock	5,775	⁽¹⁾	0	I	By Ltd Partnership (SHAI)⁽³⁾
Series B Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			4,873	⁽⁶⁾	⁽⁷⁾	Common Stock	14,619	⁽¹⁾	0	I	By Ltd Partnership (SHQP)⁽⁴⁾
Series B Preferred Stock	$0.0000⁽¹⁾	04/19/2004		C			189,980	⁽⁶⁾	⁽⁷⁾	Common Stock	569,940	⁽¹⁾	0	I	By Ltd Partnership (SHV)⁽⁵⁾
Series BB Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			5,276	⁽⁶⁾	⁽⁷⁾	Common Stock	5,276	⁽²⁾	0	D
Series BB Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			1,228	⁽⁶⁾	⁽⁷⁾	Common Stock	1,228	⁽²⁾	0	I	By Ltd Partnership (SHAI)⁽³⁾
Series BB Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			3,109	⁽⁶⁾	⁽⁷⁾	Common Stock	3,109	⁽²⁾	0	I	By Ltd Partnership (SHQP)⁽⁴⁾
Series BB Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			121,780	⁽⁶⁾	⁽⁷⁾	Common Stock	121,780	⁽²⁾	0	I	By Ltd Partnership (SHV)⁽⁵⁾
Series C Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			29,131	⁽⁶⁾	⁽⁷⁾	Common Stock	29,131	⁽²⁾	0	D
Series C Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			7,400	⁽⁶⁾	⁽⁷⁾	Common Stock	7,400	⁽²⁾	0	I	By Ltd Partnership (SHAI)⁽³⁾
Series C Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			18,736	⁽⁶⁾	⁽⁷⁾	Common Stock	18,736	⁽²⁾	0	I	By Ltd Partnership (SHQP)⁽⁴⁾
Series C Preferred Stock	$0.0000⁽²⁾	04/19/2004		C			732,882	⁽⁶⁾	⁽⁷⁾	Common Stock	732,882	⁽²⁾	0	I	By Ltd Partnership (SHV)⁽⁵⁾

Explanation of Responses:

1. Each preferred share is convertible without consideration into three (3) shares of common stock.

2. Each preferred share is convertible without consideration into one (1) share of common stock.

3. Shares held by Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (AI), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.

4. Shares held by Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person is a Managing Director of the General Partner of Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.

5. Shares held by Sutter Hill Ventures, A California Limited Partnership. The reporting person is a Managing Director of the General Partner of Sutter Hill Ventures, A California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in the partnership.

6. Immediately.

7. Not applicable.

	By: Robert Yin, by power of attorney	04/19/2004
	** 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.

POWER OF ATTORNEY


	Know all by these presents, that the undersigned hereby authorizes
David E. Sweet, Robert Yin, Patricia Tom, David L. Anderson, G. Leonard
Baker, Jr., Tench Coxe, Gregory P. Sands, James N. White, or William H.
Younger, Jr. to execute for and on behalf of the undersigned Forms 3, 4,
and 5, and any Amendments thereto for Corcept Therapeutics, Incorporated ("the
Company"), and cause such form(s) to be filed with the United States Securities
and Exchange Commission pursuant to Section 16(a) of the Securities Act of 1934,
relating to the undersigned's beneficial ownership of securities in the Company.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such a capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of, and transactions in, securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
	In witness whereof, the undersigned has caused this Power of Attorney
to be executed as of this 13th day of April, 2004.




					/s/  James C. Gaither