SC 13G 1 sc0201.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 CORCEPT THERAPEUTICS INC -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE -------------------------------------------------------------------------------- (Title of Class of Securities) 218352102 ------------------------------------------------------------ (CUSIP Number) DECEMBER 1, 2004 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: [ ] RULE 13D-1(B) [X] RULE 13D-1(C) [ ] RULE 13D-1(D) *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). Page 1 of 1 Pages CUSIP NO. 218352102 --------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph L. Dowling, III -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 1,525,100 NUMBER OF ----------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 1,525,100 ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER -0- -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,100 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.7% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN -------------------------------------------------------------------------------- Page 2 of 2 Pages ITEM 1(A) NAME OF ISSUER: Corcept Therapeutics Inc ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 275 Middlefield Road, Suite A Menlo Park, CA 94025. ITEM 2(A) NAME OF PERSON FILING: Joseph L. Dowling, III ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 540 Madison Avenue, 38th Floor New York, New York 10022 ITEM 2(C) CITIZENSHIP: United States ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share ITEM 2(E) CUSIP NUMBER: 218352102 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: N/A (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); Page 3 of 3 Pages (g) [ ] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP. Set forth in the table below is the aggregate number of shares of Common Stock beneficially owned as of the date hereof by each of the following, together with the percentage of outstanding shares of Common Stock that such ownership represents based upon 22,694,000 shares of Common Stock outstanding on December 1, 2004. Number of Percent of Class Name Shares Outstanding ----------------------------- --------- ---------------- Narragansett I, L.P. 518,534 2.3% Narragansett Offshore, Ltd. 1,006,566 4.4% --------- ------ Total: 1,525,100 6.7% By virtue of his status as the sole managing member of entities that have the power to control the investment decisions of Narragansett I, L.P. and Narragansett Offshore, Ltd., Joseph L. Dowling, III, may be deemed to be the beneficial owner of shares owned by Narragansett I, L.P. and Narragansett Offshore, Ltd., and may be deemed to have sole power to vote or direct the vote of and sole power to dispose or direct the disposition of such securities. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Narragansett I, L.P. and Narragansett Offshore, Ltd., have the right to receive dividends and the proceeds from the sale of the outstanding shares of the Issuer's Common Stock. See Item 4. Page 4 of 4 Pages ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. N/A ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. December 9, 2004 /s/ Joseph L. Dowling, III ---------------------------- Joseph L. Dowling, III Page 6 of 6 Pages