Edgar Filing: COOK JOSEPH C JR

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

COOK JOSEPH C JR

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

(Last)

(First)

(Middle)

C/O CORCEPT THERAPEUTICS INCORPORATED, 149 COMMONWEALTH DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2009

(Street)

MENLO PARK, CA 94025

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								304,600	I	By Joint Account
Common Stock	02/06/2009		P		134,762 ⁽¹⁾	A	$ 0.687	1,130,000	I ⁽²⁾	By Farview Mgmt Co.
Common Stock								193,993	I	By GRAT
Common Stock	02/06/2009		P		295,400 ⁽¹⁾	A	$ 0.687	295,400	I	By Joint Account #2
Common Stock	02/06/2009		P		240,000 ⁽¹⁾	A	$ 0.687	240,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock option (right to buy)

$ 7

⁽³⁾

04/17/2012

Common Stock

50,000

Stock Option (right to buy)

$ 7

⁽⁴⁾

11/23/2013

Common Stock

25,000

Stock option (right to buy)

$ 2.7

⁽⁵⁾

12/19/2017

Common Stock

15,000

Warrants

$ 2.77

03/25/2008

03/24/2015

Common Stock

88,261

By GRAT

Stock Option (right to buy)

$ 2.23

⁽⁶⁾

06/10/2018

Common Sotck

15,000

Warrants

$ 2.77

02/06/2009

31,570 ⁽¹⁾

03/25/2008

03/24/2015

Common Stock

31,570

$ 0.125

31,570

By Joint Account #2

Warrants

$ 2.77

02/06/2009

14,402 ⁽¹⁾

03/25/2008

03/24/2015

Common Stock

14,402

$ 0.125

14,402

By Farview Mgmt Co. ⁽²⁾

Warrants

$ 2.77

02/06/2009

25,649 ⁽¹⁾

03/25/2008

03/24/2015

Common Stock

25,649

$ 0.125

25,649

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COOK JOSEPH C JR C/O CORCEPT THERAPEUTICS INCORPORATED 149 COMMONWEALTH DRIVE MENLO PARK, CA 94025	X

Signatures

/s/ Joseph K. Belanoff, CEO of Corcept Therapeutics Incorporated attorney-in-fact		02/10/2009
^**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)	Purchased as part of a unit in a transaction between 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 for a warrant to purchase one share of common stock).
(2)	These securities are held by Farview Management Co., LLP, of which the reporting person is a general partner.
(3)	Immediately exercisable subject to a right of repurchase by Corcept Therapeutics Incorporated that shall lapse at the rate of 20% of the total option shares on 4/17/2003 and an additional 1.67% of the total option shares on each monthly anniverary of 4/17/2003 thereafter.
(4)	Immediately exercisable subject to a right of repurchase by Corcept Therapeutics Incorporated that shall lapse at the rate of 20% of the total option shares on 11/23/2004 and an additional 1.67% of the total option shares on each monthly anniverary of 11/23/2004 thereafter.
(5)	Exercisable with respect to 8.3334% of the total option shares on each monthly anniversary of June 11, 2007 so that the entirety of the option grant will vest within one year.
(6)	Exercisable with respect to 8.3334% of the total option shares on each monthly anniversary of June 10, 2008 so that the entirety of the option grant will vest within one year.

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