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^*

Flynn Peter D

(Last)

(First)

(Middle)

3344 NORTH TORREY PINES COURT

SUITE 200

(Street)

LA JOLLA

92037

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Dev, Reg Affairs, Safety

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)

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)

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)
Stock Option	$4.02	07/12/2016		A		131,250		⁽¹⁾	07/11/2026	Common Stock	131,250	⁽²⁾	131,250	D
Stock Option	$4.02	07/12/2016		A		26,250		⁽³⁾	07/11/2026	Common Stock	26,250	⁽²⁾	26,250	D
Stock Option	$15	07/12/2016		A		78,750		⁽¹⁾	07/11/2026	Common Stock	78,750	⁽²⁾	78,750	D
Stock Option	$15	07/12/2016		A		15,750		⁽³⁾	07/11/2026	Common Stock	15,750	⁽²⁾	15,750	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 Peter D. Flynn, Ph.D.	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).
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