0001213900-18-001661.txt : 20180213 0001213900-18-001661.hdr.sgml : 20180213 20180213135514 ACCESSION NUMBER: 0001213900-18-001661 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180213 DATE AS OF CHANGE: 20180213 GROUP MEMBERS: ANDREW MARTIN GROUP MEMBERS: KEVIN RUSSELL SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83422 FILM NUMBER: 18601971 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UBS OCONNOR LLC CENTRAL INDEX KEY: 0001132716 IRS NUMBER: 061569842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE NORTH WACKER DRIVE 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125256000 MAIL ADDRESS: STREET 1: ONE NORTH WACKER DRIVE 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G 1 sc13g0218ubsoconn_orexigen.htm SCHEDULE 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No.   )*

 

Orexigen Therapeutics, Inc.

 

(Name of Issuer)

 

Common Stock, $0.001 par value per share

 

(Title of Class of Securities)

 

686164302

 

(CUSIP Number)

 

December 31, 2016

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.   ☒ Rule 13d-1(b)

b.   ☐ Rule 13d-1(c)

c.   ☐ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Page 1 of 10  

 

 

CUSIP No. 686164302

 

1. Names of Reporting Persons.
  Kevin Russell
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)   ☐
  (b)   ☐
3. SEC Use Only
   
4. Citizenship or Place of Organization      United States of America
   


Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
5. Sole Voting Power      0
   
6. Shared Voting Power       2,079,808
   
7. Sole Dispositive Power      0
   
8. Shared Dispositive Power      2,079,808
   

9. Aggregate Amount Beneficially Owned by Each Reporting Person      2,079,808 (see Item 4)
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)      ☐
   
11. Percent of Class Represented by Amount in Row (9)      9.99% (see Item 4)
   
12. Type of Reporting Person (See Instructions)
  IN; HC

 

Page 2 of 10  

 

 

CUSIP No. 686164302


1. Names of Reporting Persons.
  Andrew Martin
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)   ☐
  (b)   ☐
3. SEC Use Only
   
4. Citizenship or Place of Organization       United States of America
   

Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
5. Sole Voting Power       0
   
6. Shared Voting Power      2,079,808                      
   
7. Sole Dispositive Power      0
   
8. Shared Dispositive Power      2,079,808
   

9. Aggregate Amount Beneficially Owned by Each Reporting Person      2,079,808 (see Item 4)
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)      ☐
   
11. Percent of Class Represented by Amount in Row (9)      9.99% (see Item 4)
   
12. Type of Reporting Person (See Instructions)
  IN; HC

 

Page 3 of 10  

 

 

CUSIP No. 686164302

 

1. Names of Reporting Persons.
  UBS O’Connor LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a)   ☐
  (b)   ☐
3. SEC Use Only
   
4. Citizenship or Place of Organization      Delaware
   

Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
5. Sole Voting Power      0
   
6. Shared Voting Power      2,079,808
   
7. Sole Dispositive Power      0
   
8. Shared Dispositive Power      2,079,808
 

9. Aggregate Amount Beneficially Owned by Each Reporting Person      2,079,808 (see Item 4)
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)      ☐
   
11. Percent of Class Represented by Amount in Row (9)       9.99% (see Item 4)
   
12. Type of Reporting Person (See Instructions)
  OO; IA

 

Page 4 of 10  

 

 

Item 1.

 

(a) Name of Issuer

 

Orexigen Therapeutics, Inc. (the “Issuer”)

 

(b) Address of Issuer’s Principal Executive Offices

 

3344 N. Torrey Pines Ct., Suite 200

La Jolla, CA 92037

 

Item 2.

 

(a) Name of Person Filing

 

(b) Address of Principal Business Office or, if none, Residence

 

(c) Citizenship

 

This Schedule 13G is being filed on behalf of (i) Kevin Russell, an individual who is a citizen of the United States of America (“Mr. Russell”), (ii) Andrew Martin, an individual who is a citizen of the United States of America (“Mr. Martin”) and (iii) UBS O’Connor LLC, a Delaware limited liability company (“O’Connor” and together with Mr. Russell and Mr. Martin, collectively the “Reporting Persons”).

 

O’Connor serves as the investment manager to each of (1) Nineteen77 Global Multi-Strategy Alpha (Levered) Master Limited (“GLEA XL”) and (2) Nineteen77 Global Multi-Strategy Alpha Master Limited (“GLEA”, and together with GLEA XL, collectively, the “O’Connor Funds”). In such capacity, O’Connor exercises voting and investment power over the shares of Common Stock held for the account of each of GLEA XL and GLEA. O’Connor is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Mr. Russell is the Chief Investment Officer of O’Connor and Mr. Martin is a Portfolio Manager for O’Connor, and each also exercises voting and investment power over the shares of Common Stock held for the account of the O’Connor Funds. As a result, each of O’Connor, Mr. Russell and Mr. Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of Common Stock held for the account of the O’Connor Funds.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 

The principal business office of each of the Reporting Persons is One North Wacker Drive, 32nd Floor, Chicago, Illinois 60606.

 

(d) Title of Class of Securities

 

Common stock, $0.001 par value per share, of the Issuer (the “Common Stock”).

 

(e) CUSIP Number

 

686164302

 

Page 5 of 10  

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
  (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
  (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
  (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
     
  (e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
     
  (f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
     
  (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
     
  (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
  (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
 

(j) ☐

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
  (k) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.Ownership.

 

(a) and (b):

 

(i) As of the close of business on December 31, 2016, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,618,951 shares of Common Stock issuable upon exercise of a warrant held by GLEA (the “GLEA Warrant”), and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 14,586,771 shares of Common Stock outstanding as of November 1, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2016, plus (2) 1,618,951 shares of Common Stock issuable upon exercise of the GLEA Warrant. The foregoing excludes: (I) 1,531,049 shares of Common Stock issuable upon exercise of the GLEA Warrant because the GLEA Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of more than 9.99% of the Common Stock, (II) 183,333 shares of Common Stock issuable upon exercise of a warrant held by GLEA XL (the “GLEA XL Warrant”) because the GLEA XL Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA XL Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (III) 3,149,999 shares of Common Stock issuable upon conversion of a convertible note held by GLEA (“GLEA Note 1”) because GLEA Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 1 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (IV) 154,606 shares of Common Stock issuable upon conversion of a second convertible note held by GLEA (“GLEA Note 2”) because GLEA Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (V) 183,333 shares of Common Stock issuable upon conversion of a convertible note held by GLEA XL (“GLEA XL Note 1”) because GLEA XL Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 1 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, and (VI) 28,576 shares of Common Stock issuable upon conversion of a second convertible note held by GLEA XL (“GLEA XL Note 2”) because GLEA XL Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,849,847 shares of Common Stock.

 

Page 6 of 10  

 

 

(ii) As of the close of business on December 31, 2017, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,079,808 shares of Common Stock issuable upon exercise of the GLEA Warrant, and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 16,603,831 shares of Common Stock outstanding as of November 10, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on November 14, 2017, plus (2) 2,135,268 shares of Common Stock issued at the closing of the exchange transactions as disclosed by in the Issuer’s Current Report on Form 8-K filed with the SEC on December 1, 2017, and (3) 2,079,808 shares of Common Stock issuable upon exercise of the GLEA Warrant. The foregoing excludes: (I) 1,070,192 shares of Common Stock issuable upon exercise of the GLEA Warrant because the GLEA Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (II) 183,333 shares of Common Stock issuable upon exercise of the GLEA XL Warrant because the GLEA XL Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA XL Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (III) 3,023,999 shares of Common Stock issuable upon conversion of GLEA Note 1 because GLEA Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 1 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (IV) 77,303 shares of Common Stock issuable upon conversion of GLEA Note 2 because GLEA Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (V) 422,000 shares of Common Stock issuable upon conversion of a third convertible note held by GLEA (“GLEA Note 3”) because GLEA Note 3 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 3 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (VI) 175,999 shares of Common Stock issuable upon conversion of GLEA XL Note 1 because GLEA XL Note 1 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 1 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (VII) 14,288 shares of Common Stock issuable upon conversion of GLEA XL Note 2 because GLEA XL Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 2 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, and (VIII) 78,000 shares of Common Stock issuable upon conversion of a third convertible note held by GLEA XL (“GLEA XL Note 3”) because GLEA XL Note 3 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA XL Note 3 to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 7,124,922 shares of Common Stock.

 

Page 7 of 10  

 

 

(c)

Number of shares as to which each Reporting Person has:

 

(1) Sole power to vote or to direct the vote: 0.

 

(2) Shared power to vote or to direct the vote: 2,079,808.

 

(3) Sole power to dispose or to direct the disposition of 0.

 

(4) Shared power to dispose or to direct the disposition of 2,079,808.

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

The information set forth in Item 2 is hereby incorporated herein by reference.

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

Page 8 of 10  

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 13, 2018

 

  /s/ Kevin Russell
  Kevin Russell
     
  /s/ Andrew Martin
  Andrew Martin
     
  UBS O’Connor LLC
     
  By: /s/ Nicholas Vagra
  Name: Nicholas Vagra
  Title: Manager, Chief Operating Officer
     
  By: /s/ Andrew Hollenbeck
  Name: Andrew Hollenbeck
  Title: General Counsel

 

Page 9 of 10  

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: February 13, 2018

 

  /s/ Kevin Russell
  Kevin Russell
     
  /s/ Andrew Martin
  Andrew Martin
     
  UBS O’Connor LLC
     
  By: /s/ Nicholas Vagra
  Name: Nicholas Vagra
  Title: Manager, Chief Operating Officer
     
  By: /s/ Andrew Hollenbeck
  Name: Andrew Hollenbeck
  Title: General Counsel

 

 

Page 10 of 10