0001209191-16-132814.txt : 20160714
0001209191-16-132814.hdr.sgml : 20160714
20160714204842
ACCESSION NUMBER: 0001209191-16-132814
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160712
FILED AS OF DATE: 20160714
DATE AS OF CHANGE: 20160714
ISSUER:
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
BUSINESS ADDRESS:
STREET 1: 3344 N. TORREY PINES CT.
STREET 2: SUITE 200
CITY: LA JOLLA
STATE: CA
ZIP: 92037
BUSINESS PHONE: (858) 875-8600
MAIL ADDRESS:
STREET 1: 3344 N. TORREY PINES CT.
STREET 2: SUITE 200
CITY: LA JOLLA
STATE: CA
ZIP: 92037
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flynn Peter D
CENTRAL INDEX KEY: 0001586939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33415
FILM NUMBER: 161768368
MAIL ADDRESS:
STREET 1: C/O FATE THERAPEUTICS, INC.
STREET 2: 3535 GENERAL ATOMICS COURT, SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-07-12
0
0001382911
Orexigen Therapeutics, Inc.
OREX
0001586939
Flynn Peter D
3344 NORTH TORREY PINES COURT
SUITE 200
LA JOLLA
CA
92037
0
1
0
0
SVP, Dev, Reg Affairs, Safety
Stock Option
4.02
2016-07-12
4
A
0
131250
A
2026-07-11
Common Stock
131250
131250
D
Stock Option
4.02
2016-07-12
4
A
0
26250
A
2026-07-11
Common Stock
26250
26250
D
Stock Option
15.00
2016-07-12
4
A
0
78750
A
2026-07-11
Common Stock
78750
78750
D
Stock Option
15.00
2016-07-12
4
A
0
15750
A
2026-07-11
Common Stock
15750
15750
D
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.
Not Applicable
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.
Thomas P. Lynch as Attorney-In-Fact for Peter D. Flynn, Ph.D.
2016-07-14
EX-24.4_666893
2
poa.txt
POA DOCUMENT
Power of Attorney
For Section 16(a) Securities and Exchange Act of 1934 Filings
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Thomas P. Lynch, Jason A. Keyes and Stephen A. Moglia, signing
singly, the undersigned's true and lawful attorney-in-fact to:
(1) Do and perform all acts for and on behalf the undersigned which may be
necessary or desirable to apply for, obtain and/or maintain EDGAR Access Codes
to be used on behalf of the undersigned for Electronic Filing of all Section
16(a) Securities and Exchange Act of 1934 filings;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Orexigen Therapeutics, Inc. (the "Company"),
Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules
thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of June, 2016.
Signature:
Print Name: Peter D. Flynn, Ph.D.