-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KE87/HPM+aMemqmMD84KS2WLGPniNAepAmhaOJL/yn/neX0k9EQgpnqLRIMWZj1J wOHJLM8HqBBTy08buvDW9w== 0000904454-08-000016.txt : 20080207 0000904454-08-000016.hdr.sgml : 20080207 20080207103605 ACCESSION NUMBER: 0000904454-08-000016 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orexigen Therapeutics, Inc. CENTRAL INDEX KEY: 0001382911 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651178822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83422 FILM NUMBER: 08583456 BUSINESS ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE, SUITE 160 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 436-8600 MAIL ADDRESS: STREET 1: 12481 HIGH BLUFF DRIVE, SUITE 160 CITY: SAN DIEGO STATE: CA ZIP: 92130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMAIN PARTNERS V LP CENTRAL INDEX KEY: 0001207785 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6096835656 MAIL ADDRESS: STREET 1: ONE PALMER SQUARE CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13G 1 s13g_020408-orexigen.htm SCHED 13G FOR OREXIGEN BY DOMAIN PARTNERS V

CUSIP No. 686164 10 4

Page 1 of 10 Pages

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )1

 

Orexigen Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, $.001 par value

(Title of Class of Securities)

 

686164 10 4

(CUSIP Number)

 

April 25, 2007

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)

 

 

 

_______________________

 

1The 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 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 686164 10 4

Page 2 of 10 Pages

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Partners V, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

3,543,832 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

3,543,832 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,543,832 shares
of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

13.1%

12)

Type of Reporting Person

PN

 

CUSIP No. 686164 10 4

Page 3 of 10 Pages

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

DP V Associates, L.P.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

83,975 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

83,975 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

83,975 shares
of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

0.3%

12)

Type of Reporting Person

PN

 

CUSIP No. 686164 10 4

Page 4 of 10 Pages

 

1)

Name of Reporting Person

I.R.S. Identification

No. of Above Person

(Entities Only)

Domain Associates, L.L.C.

2)

Check the Appropriate Box

if a Member of a Group

(a) x

(b) o

3)

SEC Use Only

 

4)

Citizenship or Place

of Organization

Delaware

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5)

Sole Voting
Power

1,963 shares of Common Stock

6)

Shared Voting
Power

 

-0-

7)

Sole Dispositive
Power

1,963 shares of Common Stock

8)

Shared Dispositive Power

 

-0-

9)

Aggregate Amount Beneficially Owned by Each Reporting Person

1,963 shares of Common Stock

10)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)

Percent of Class Represented by Amount in Row (9)

less than 0.1%

12)

Type of Reporting Person

OO

 

CUSIP No. 686164 10 4

Page 5 of 10 Pages

 

Schedule 13G

 

Item 1(a)

–

Name of Issuer: Orexigen Therapeutics, Inc.

 

Item 1(b)

–

Address of Issuer’s Principal Executive Offices:

 

 

12481 High Bluff Drive, Suite 160

 

San Diego, CA 92130

 

Item 2(a)

–

Name of Person Filing:

 

This statement is being filed by Domain Partners V, L.P., a Delaware limited partnership (“Domain V”), DP V Associates, L.P., a Delaware limited partnership (“DP V A”), and Domain Associates, L.L.C., a Delaware limited liability company ("DA") (collectively, the “Reporting Persons”).

 

Item 2(b)

–

Address of Principal Business Office:

 

One Palmer Square

Princeton, NJ 08542

 

Item 2(c)

–

Place of Organization:

 

Domain V: Delaware

DP V A: Delaware

DA: Delaware

 

Item 2(d)

–

Title of Class of Securities:

 

Common Stock, $.001 par value

 

Item 2(e)

–

CUSIP Number: 686164 10 4

 

Item 3

–

Statements Filed Pursuant to Rules 13d-1(b) or 13d-2(b):

 

Not applicable.

 

Item 4

–

Ownership.

 

 

(a)

Amount Beneficially Owned:

 

 

Domain V: 3,543,832 shares of Common Stock

 

DP V A: 83,975 shares of Common Stock

 

DA: 1,963 shares of Common Stock

CUSIP No. 686164 10 4

Page 6 of 10 Pages

 

 

 

(b) Percent of Class:

 

 

Domain IV: 13.1%

 

DP IV A: 0.3 %

 

DA: less than 0.1%

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

sole power to vote or to direct the vote:

 

 

Domain V: 3,543,832 shares of Common Stock

 

DP V A: 83,975 shares of Common Stock

 

DA: 1,963 shares of Common Stock

 

 

(ii) shared power to vote or to direct the vote: -0-

 

 

(iii) sole power to dispose or to direct the disposition of:

 

 

Domain V: 3,543,832 shares of Common Stock

 

DP V A: 83,975 shares of Common Stock

 

DA: 1,963 shares of Common Stock

 

 

(iv) shared power to dispose or to direct the disposition of: -0-

 

Item 5

–

Ownership of Five Percent or Less of a Class:

 

 

Not applicable.

 

Item 6

–

Ownership of More than Five Percent on Behalf of Another Person:

 

 

Not applicable.

 

Item 7 –

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Company:

 

Not applicable.

 

Item 8 –

Identification and Classification of Members of the Group:

 

See Exhibit 2.

 

Item 9 –

Notice of Dissolution of Group:

 

Not applicable.

CUSIP No. 686164 10 4

Page 7 of 10 Pages

 

Item 10 –

Certification:

 

Not applicable.

CUSIP No. 686164 10 4

Page 8 of 10 Pages

 

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.

 

 

 

DOMAIN PARTNERS V, L.P.

 

By:

One Palmer Square Associates V, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DP V ASSOCIATES, L.P.

 

By:

One Palmer Square Associates V, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DOMAIN ASSOCIATES, L.L.C.

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

 

Date: January 23, 2008

 

CUSIP No. 686164 10 4

Page 9 of 10 Pages

 

AGREEMENT OF

DOMAIN PARTNERS V, L.P.,

DP V ASSOCIATES, L.P.

AND

DOMAIN ASSOCIATES, L.L.C.

PURSUANT TO RULE 13d-1(f)

 

The undersigned hereby agree that the Information Statement on Schedule 13G to which this Agreement is annexed as Exhibit 1 is filed on behalf of each of them in accordance with provisions of 13d-1(f) under the Securities Exchange Act of 1934, as amended.

 

 

DOMAIN PARTNERS V, L.P.

 

By:

One Palmer Square Associates V, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DP V ASSOCIATES, L.P.

 

By:

One Palmer Square Associates V, L.L.C., General Partner

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

DOMAIN ASSOCIATES, L.L.C.

 

By:

/s/ Kathleen K. Schoemaker

 

 

Managing Member

 

 

Date: January 23, 2008

CUSIP No. 686164 10 4

Page 10 of 10 Pages

 

EXHIBIT 2

 

Identification and Classification

       of Members of the Group  

 

Domain Partners V, L.P., DP V Associates, L.P. and Domain Associates, L.L.C. are filing this statement on Schedule 13G as a group.

 

Domain Partners V, L.P. is a Delaware limited partnership. Its sole general partner is One Palmer Square Associates V, L.L.C., a Delaware limited liability company.

 

DP V Associates, L.P. is a Delaware limited partnership. Its sole general partner is One Palmer Square Associates V, L.L.C., a Delaware limited liability company.

 

 

Domain Associates, L.L.C. is a Delaware limited liability company.

 

 

 

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