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.