SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

KIM DENNIS D

(Last)

(First)

(Middle)

C/O OREXIGEN THERAPEUTICS, INC.

3344 N. TORREY PINES COURT, SUITE 200

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2009

3. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Corporate Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,200	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (right to buy)	⁽¹⁾	09/24/2018	Common Stock	150,000	$10.64	D
Stock option (right to buy)	⁽²⁾	01/25/2019	Common Stock	8,819	$4.03	D

Explanation of Responses:

1. 25% of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on 9/25/2009, and 1/48th of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the same day of each month thereafter, so that all of the shares of stock subject to the option shall be vested on 9/25/2012, subject to the reporting person?s continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date.

2. 1/12th of the total number of shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the same day of each one-month period of the reporting person's service as an employee, director or consultant following 1/26/2009, so that all of the shares of stock subject to the option shall be vested on 1/26/2010, subject to the reporting person's continued service relationship (whether as an employee, or consultant) with the Company or any parent or subsidiary on each such date.

	/s/ Heather D. Turner, Attorney-in-fact	03/05/2009
	** 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 5 (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.