Edgar Filing: CORCEPT THERAPEUTICS INC

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13G	Estimated average burden hours per response. . 10.4

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Corcept Therapeutics Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

218352102

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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 the disclosures provided in a prior cover page.

The information required in 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 (“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).

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sutter Hill Ventures, A California Limited Partnership 77-0287059

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 2,590,040

			6.		Shared Voting Power

			7.		Sole Dispositive Power 2,590,040

			8.		Shared Dispositive Power

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,590,040

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.1%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sutter Hill Entrepreneurs Fund (AI), L.P. 94-3338942

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 22,422

			6.		Shared Voting Power

			7.		Sole Dispositive Power 22,422

			8.		Shared Dispositive Power

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,422

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.1%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Sutter Hill Entrepreneurs Fund (QP), L.P. 94-3338941

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization California, USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 56,768

			6.		Shared Voting Power

			7.		Sole Dispositive Power 56,768

			8.		Shared Dispositive Power

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 56,768

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.2%

	12.	Type of Reporting Person (See Instructions) PN

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David L. Anderson

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 355,603*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 355,603*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,024,833

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 11.8%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 119,981 shares held in The Anderson Living Trust of which the reporting person is the trustee, 20,488 shares held by a retirement trust for the benefit of the reporting person and 215,134 shares held by Anvest, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the trusts’ and the partnership’s shares except as to the reporting person’s pecuniary interest in the trusts and the partnership.

** Shares held by Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., each of which the reporting person is a Managing Director of the General Partner. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) G. Leonard Baker, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 505,033*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 505,033*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,174,263

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 12.3%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 30,199 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 269,395 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest in the trust and the partnership.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William H. Younger, Jr.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 315,111*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 315,111*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,984,341

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 11.6%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 26,349 shares held in The Younger Living Trust of which the reporting person is the trustee, 269,020 shares held by a retirement trust for the benefit of the reporting person and 19,742 shares owned by the children of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts. The reporting person disclaims beneficial ownership of the children’s shares.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tench Coxe

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 381,128*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 381,128*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,050,358

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 11.9%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 293,324 shares held in The Coxe Revocable Trust of which the reporting person is a trustee and 87,804 shares held by The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person's pecuniary interest in the trusts.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gregory P. Sands

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 38,158*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 38,158*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,707,388

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.5%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 2,110 shares held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee, 2,532 shares held by a retirement trust for the benefit of the reporting person and 9,627 shares held in the Gregory P. Sands Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James C. Gaither

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 45,815*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 45,815*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,715,045

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.6%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 5,210 shares held by Tallack Partners, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the partnership’s shares except as to the reporting person’s pecuniary interest in the partnership.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James N. White

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 16,800*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 16,800*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,686,030

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.4%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 16,800 shares held in The White Family Trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffrey W. Bird

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 8,515*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 8,515*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,677,745

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.4%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 8,515 shares held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

CUSIP No. 218352102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David E. Sweet

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3.	SEC Use Only

	4.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 15,713*

			6.		Shared Voting Power 2,669,230**

			7.		Sole Dispositive Power 15,713*

			8.		Shared Dispositive Power 2,669,230**

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,684,943

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 10.4%

	12.	Type of Reporting Person (See Instructions) IN

* Includes 2,630 shares held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 3,456 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

Item 1.
	(a)	Name of Issuer Corcept Therapeutics Incorporated
	(b)	Address of Issuer’s Principal Executive Offices 149 Commonwealth Drive, Menlo Park, CA 94025

Item 2.
	(a)	Name of Person Filing Exhibit A is hereby incorporated by reference
	(b)	Address of Principal Business Office or, if none, Residence See Exhibit A
	(c)	Citizenship See Exhibit A
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 218352102

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	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)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
		N/A

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See Exhibit A which is hereby incorporated by reference and related pages 2 to 13
	(b)	Percent of class: See Exhibit A which is hereby incorporated by reference and related pages 2 to 13
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote ***
		(ii)	Shared power to vote or to direct the vote ***
		(iii)	Sole power to dispose or to direct the disposition of ***
		(iv)	Shared power to dispose or to direct the disposition of ***
*** See Exhibit A which is hereby incorporated by reference and related pages 2 to 13. Messrs. Anderson, Baker, Younger, Coxe, Sands, Gaither, White, Bird and Sweet are Managing Directors of the General Partner of Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P., and as such share the voting and disposition powers over the shares held by the partnerships.

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 o.
N/A

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
N/A

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
See Exhibit A

Item 9.	Notice of Dissolution of Group
N/A

Item 10.	Certification
N/A

Signature

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.

	2/8/2007
	Date

	Sutter Hill Ventures, A California Limited Partnership

	/s/ G. Leonard Baker, Jr.
	Signature

	G. Leonard Baker, Jr.
	Managing Director of the General Partner
	Name/Title

	Sutter Hill Entrepreneurs Fund (AI), L.P.

	/s/ G. Leonard Baker, Jr.
	Signature

	G. Leonard Baker, Jr.
	Managing Director of the General Partner
	Name/Title

	Sutter Hill Entrepreneurs Fund (QP), L.P.

	/s/ G. Leonard Baker, Jr.
	Signature

	G. Leonard Baker, Jr.
	Managing Director of the General Partner
	Name/Title

	/s/ David L. Anderson
	Signature

	/s/ G. Leonard Baker, Jr.
	Signature

	/s/ William H. Younger, Jr.
	Signature

	/s/ Tench Coxe
	Signature

	/s/ Gregory P. Sands
	Signature

	/s/ James C. Gaither
	Signature

	/s/ James N. White
	Signature

	/s/ Jeffrey W. Bird
	Signature

	/s/ David E. Sweet
	Signature

EXHIBIT A TO SCHEDULE 13G - CORCEPT THERAPEUTICS INCORPORATED

	Aggregate Number of
	Shares Beneficially Owned				% of
Name of Originator	Individual		Aggregate		Total Shares

Sutter Hill Ventures, A California Limited Partnership	2,590,040				10.1	%

Sutter Hill Entrepreneurs Fund (AI), L.P.	22,422				0.1	%

Sutter Hill Entrepreneurs Fund (QP), L.P.	56,768				0.2	%

David L. Anderson	355,603	Note 2			1.4	%
			3,024,833	Note 1	11.8	%

G. Leonard Baker, Jr.	505,033	Note 3			2.0	%
			3,174,263	Note 1	12.3	%

William H. Younger, Jr.	315,111	Note 4			1.2	%
			2,984,341	Note 1	11.6	%

Tench Coxe	381,128	Note 5			1.5	%
			3,050,358	Note 1	11.9	%

Gregory P. Sands	38,158	Note 6			0.1	%
			2,707,388	Note 1	10.5	%

James C. Gaither	45,815	Note 7			0.2	%
			2,715,045	Note 1	10.6	%

James N. White	16,800	Note 8			0.1	%
			2,686,030	Note 1	10.4	%

Jeffrey W. Bird	8,515	Note 9			0.0	%
			2,677,745	Note 1	10.4	%

David E. Sweet	15,713	Note 10			0.1	%
			2,684,943	Note 1	10.4	%

The address for all of the above is: 755 Page Mill Road, Suite A-200, Palo Alto, CA 94304

The partnerships are organized in California. The individuals are all U.S. citizens and residents.

None of the above has been convicted in any criminal proceedings nor have they been subject to judgments, decrees, or final orders enjoining future violations of Federal or State securities laws.

All of the parties are individuals or entities in the venture capital business.

Note 1: Includes individual shares plus all shares held by the following partnerships in which the reporting person is a Managing Director of the General Partner: Sutter Hill Ventures, A California Limited Partnership, Sutter Hill Entrepreneurs Fund (AI), L.P. and Sutter Hill Entrepreneurs Fund (QP), L.P. The reporting person disclaims beneficial ownership of these partnerships’ shares except as to the reporting person’s pecuniary interest in the partnerships.

Note 2: Includes 119,981 shares held in The Anderson Living Trust of which the reporting person is the trustee, 20,488 shares held by a retirement trust for the benefit of the reporting person and 215,134 shares held by Anvest, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the trusts’ and the partnership’s shares except as to the reporting person’s pecuniary interest in the trusts and the partnership.

Note 3: Includes 30,199 shares held in The Baker Revocable Trust of which the reporting person is a trustee and 269,395 shares held by Saunders Holdings, L.P. of which the reporting person is a General Partner. The reporting person disclaims beneficial ownership of the trust’s and the partnership’s shares except as to the reporting person’s pecuniary interest in the trust and the partnership.

Note 4: Includes 26,349 shares held in The Younger Living Trust of which the reporting person is the trustee, 269,020 shares held by a retirement trust for the benefit of the reporting person and 19,742 shares owned by the children of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts. The reporting person disclaims beneficial ownership of the children’s shares.

Note 5: Includes 293,324 shares held in The Coxe Revocable Trust of which the reporting person is a trustee and 87,804 shares held by The Tamerlane Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

Note 6: Includes 2,110 shares held in the Gregory P. and Sarah J.D. Sands Trust Agreement of which the reporting person is a trustee, 2,532 shares held by a retirement trust for the benefit of the reporting person and 9,627 shares held in the Gregory P. Sands Charitable Remainder Unitrust of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.

Note 7: Includes 5,210 shares held by Tallack Partners, L.P. of which the reporting person is the General Partner. The reporting person disclaims beneficial ownership of the partnership’s shares except as to the reporting person’s pecuniary interest in the partnership.

Note 8: Includes 16,800 shares held in The White Family Trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

Note 9: Includes 8,515 shares held in the Jeffrey W. and Christina R. Bird Trust Agreement of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of the trust’s shares except as to the reporting person’s pecuniary interest in the trust.

Note 10: Includes 2,630 shares held in The David and Robin Sweet Living Trust of which the reporting person is a trustee and 3,456 shares held by a retirement trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of the trusts’ shares except as to the reporting person’s pecuniary interest in the trusts.