FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/10/2010 | S | 333,635(1) | D | (2) | 865,077(3) | I | By Montreux Equity Partners II, SBIC, LP, Montreux Equity Partners III, SBIC, LP and related funds(4) | ||
Common Stock | 12/13/2010 | S | 266,365(5) | D | (6) | 598,712(7) | I | By Montreux Equity Partners II, SBIC, LP, Montreux Equity Partners III, SBIC, LP and related funds(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. 60,152 of the 333,635 share sold, were sold by Montreux Equity Partners II SBIC, L.P. 273,483 of the 333,635 shares sold, were sold by Montreux Equity Partners III SBIC, L.P. |
2. The sale price for 273,483 of the 333,625 shares reported in this Form 4 was between the range of $8.84 per share and $8.55 per share, with the average sale price of $8.6131. The sale price for 60,152 of the 333,625 shares reported in this Form 4 was between the range of $8.80 per share and $8.60 per share, with the average sale price of $8.6825. Full information regarding the number of shares sold at each seperate price will be provided to the Commission staff upon request. |
3. Of the total 865,077 total shares beneficially owned following the reported transaction, 439,204 shares are held by Montreux Equity Partners II SBIC, L.P. and 425,873 shares are held by Montreux Equity Partners III SBIC, L.P. |
4. The reported securities are owned directly by Montreux Equity Partners II SBIC, L.P., ("MEP II") and Montreux Equity Partners III SBIC, L.P, ("MEP III"). The voting and disposition of the shares held by MEP II and MEP III are determined by Montreux Equity Management II SBIC, LLC, ("MEM II") and Montreux Equity Management III SBIC, LLC, ("MEM III"), respectively. Mr. Turner is a managing member of MEM II and MEM III. Mr. Turner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
5. 239,848 of the 266,365 share sold, were sold by Montreux Equity Partners II SBIC, L.P. 26,517 of the 266,365 shares sold, were sold by Montreux Equity Partners III SBIC, L.P. |
6. The sale price for 26,517 of the 266,365 shares reported in this Form 4 was between the range of $8.71 per share and $8.60 per share, with an average sale price of $8.6452. The sale price for 239,848 of the 266,365 shares reported in this Form 4 was between the range of $8.68 per share and $8.60 per share, with an average sale price of $8.6094.Full information regarding the number of shares sold at each seperate price will be provided to the Commission staff upon request. |
7. Of the total 598,712 total shares beneficially owned following the reported transaction, 199,356 shares are held by Montreux Equity Partners II SBIC, L.P. and 399,356 shares are held by Montreux Equity Partners III SBIC, L.P. |
/s/ Daniel K. Turner III | 12/14/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |