SEC FORM 4

SEC Form 4

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^*

POWELL MICHAEL

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

850 OAK GROVE AVE

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/2010		S		108,311	D	$8.7584	949,104	I	See footnote.⁽¹⁾
Common Stock	12/17/2010		S		21,473	D	$8.7584	187,951	I	See footnote.⁽²⁾
Common Stock	12/17/2010		S		1,470	D	$8.7584	12,945	I	See footnote.⁽³⁾
Common Stock	12/20/2010		S		268,190	D	$8.5046	680,914	I	See footnote.⁽¹⁾
Common Stock	12/20/2010		S		53,170	D	$8.5046	134,781	I	See footnote.⁽²⁾
Common Stock	12/20/2010		S		3,640	D	$8.5046	9,305	I	See footnote.⁽³⁾
Common Stock								1	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV VI LLC"), the general partner of SV VI, and Michael F. Powell, a director of the issuer, James I. Healy, Alain L. Azan and Eric P. Buatois, the managing members of SV VI LLC, may be deemed to share voting and dispositive power over the shares held by SV VI. Such persons and entities disclaim beneficial ownership of shares held by SV VI except to the extent of any pecuniary interest therein.

2. Shares held by Sofinnova Venture Partners VI GmbH & Co. KG. ("SV VI KG"). Sofinnova Management VI, L.L.C. ("SV VI LLC"), the managing limited partner of SV VI KG, and Michael F. Powell, a director of the issuer, James I. Healy, Alain L. Azan and Eric P. Buatois, the managing members of SV VI LLC, may be deemed to share voting and dispositive power over the shares held by SV VI KG. Such persons and entities disclaim beneficial ownership of shares held by SV VI KG except to the extent of any pecuniary interest therein.

3. Shares are held by Sofinnova Venture Affiliates VI, L.P. ("SV VI Affiliates"). Sofinnova Management VI, L.L.C. ("SV VI LLC"), the general partner of SV VI Affiliates, and Michael F. Powell, a director of the issuer, James I. Healy, Alain L. Azan and Eric P. Buatois, the managing members of SV VI LLC, may be deemed to share voting and dispositive power over the shares held by SV VI Affiliates. Such persons and entities disclaim beneficial ownership of shares held by SV VI Affiliates except to the extent of any pecuniary interest therein.

	/s/ Nathalie Auber, Chief Financial Officer, Attorney-in-Fact	12/21/2010
	** Signature of Reporting Person	Date
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