CORT Corcept Therapeutics Inc

Explanatory Note:

This Amendment No. 5 to Schedule 13D (the “Amendment”) amends and supplements the Schedule 13D initially filed with the Securities and Exchange Commission (the “Commission”) on April 4, 2008, as amended by Amendment No. 1 filed with the Commission on February 10, 2009, Amendment No. 2 filed with the Commission on February 11, 2011, Amendment No. 3 filed with the Commission on June 20, 2012, and Amendment No. 4 filed with the Commission on April 1, 2015 (the “Schedule”). This Amendment is filed on behalf of Longitude Capital Partners, LLC (“LCP”), Longitude Venture Partners, L.P. (“LVP”), Longitude Capital Associates, L.P. (“LCA”), Patrick G. Enright (“Mr. Enright”) and Juliet Tammenoms Bakker (“Ms. Bakker,” and collectively, the “Reporting Persons”), relating to beneficial ownership of the common stock, par value $0.001 per share (the “Common Stock”), of Corcept Therapeutics Incorporated, a Delaware corporation (the “Issuer”). The Reporting Persons are filing this Amendment to report changes in their beneficial ownership since the filing of Amendment No. 4 to the Schedule. Except as set forth below, this Amendment does not supplement, restate or amend any of the other information disclosed in the Schedule as previously filed. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Schedule as previously filed.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule is hereby amended by the addition of the following information:

“On November 28, 2016, LVP and LCA engaged in a pro rata distribution of 2,941,050 shares and 58,950 shares of common stock of the Issuer, respectively, to its partners for no consideration (the “Distribution”). LCP, the sole general partner of LVP and LCA, received a pro rata allocation of the distributed shares in accordance with its ownership, and on December 12, 2016, further distributed its allocation to its managing members. Mr. Enright and Ms. Bakker, managing members of LCA, each acquired 204,210 shares in the Distribution.”

Item 5. Interest in Securities of the Issuer.

Item 5(a), (b) and (c) of the Schedule are hereby deleted and replaced with the following:

“(a) According to the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 2, 2016, as of October 28, 2016, there were 111,031,762 shares of Common Stock outstanding. LVP is the record holder of 10,740,720 shares of Common Stock, representing approximately 9.67% of the issued and outstanding shares of Common Stock. LCA is the record holder of 215,282 shares of Common Stock, representing approximately 0.19% of the issued and outstanding shares of Common Stock. LVP and LCA may reallocate their holdings of securities among themselves and may be deemed to beneficially own securities on an aggregated basis. LCP, as general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them. Mr. Enright and Ms. Bakker are the managing members of LCP and share the decision-making power of LCP with respect to the Issuer’s securities. Mr. Enright and Ms. Bakker each have sole dispositive and voting power over the shares of Common Stock they individually acquired in the Distribution, as described in Item 3 of this Amendment. In addition, Mr. Enright also holds stock options to purchase up to 295,000 shares of Common Stock, all of which are currently exercisable or exercisable within 60 days after December 15, 2016. Mr. Enright shares pecuniary interest in the shares underlying such stock options with the other Reporting Persons pursuant to a contractual relationship, and Mr. Enright may, at his election, confer with the other Reporting Persons prior to making any decisions relating to the voting or disposition of such stock options or the shares issuable upon exercise of such stock options.

(b)        LVP, LCA and LCP have shared power to vote and dispose of 10,956,002 shares of Common Stock. Mr. Enright and Ms. Bakker, managing directors of LCP, may be deemed to have shared voting and dispositive power with respect to all such shares. Mr. Enright and Ms. Bakker each have sole dispositive and voting power over the shares of Common Stock they individually acquired in the Distribution, as described in Item 3 of this Amendment. In addition, Mr. Enright holds sole dispositive and voting power with respect to 295,000 shares of Common Stock underlying stock options that are currently exercisable or exercisable within 60 days after December 15, 2016, which were issued to Mr. Enright as consideration for his service as a director on the Board.

(c)         In addition to the Distribution, as described in Item 3 of this Amendment, the table set forth on Schedule A reflects all transactions effected by the Reporting Persons in the Common Stock during the 60-day period ending on December 15, 2016. Each transaction set forth on Schedule A represents the sale of shares of Common Stock in open market transactions. Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer’s securities within the past 60 days.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule is hereby amended by the addition of the information in Item 3 of this Amendment.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.

Dated:  December 15, 2016

SCHEDULE A