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) 07/12/2016 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Stock Option | $4.02 | 07/12/2016 | A | 262,500 | (1) | 07/11/2026 | Common Stock | 262,500 | (2) | 262,500 | D | ||||
Stock Option | $4.02 | 07/12/2016 | A | 52,500 | (3) | 07/11/2026 | Common Stock | 52,500 | (2) | 52,500 | D | ||||
Stock Option | $15 | 07/12/2016 | A | 157,500 | (1) | 07/11/2026 | Common Stock | 157,500 | (2) | 157,500 | D | ||||
Stock Option | $15 | 07/12/2016 | A | 31,500 | (3) | 07/11/2026 | Common Stock | 31,500 | (2) | 31,500 | D |
Explanation of Responses: |
1. Thirty-three and one-third percent (33-1/3%) of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the one year anniversary of 07/12/2016, and 1/36 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 the stock subject to the option shall be vested on the third (3rd) anniversary of 07/12/2016, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary on each such date, as set forth in the applicable stock option grant notice and stock option agreement for such employee. |
2. Not Applicable |
3. One hundred percent (100%) of the shares of stock subject to the option shall vest on the date on which, during fiscal year 2017, the Corporation achieves at least $130M in global product net sales, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary through such date; provided, that if (x) a Change in Control ((as defined in the Plan) occurs at any time before the end of such 2017 fiscal year and (y) the price per share of the Corporation's common stock immediately prior to such Change in Control is at least equal to $7.50, such option shall become fully vested immediately prior to such Change in Control, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary. |
Remarks: |
Thomas P. Lynch as Attorney-In-Fact for Thomas R. Cannell | 07/14/2016 | |
** 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. |