0001140361-18-019794.txt : 20180426 0001140361-18-019794.hdr.sgml : 20180426 20180426165212 ACCESSION NUMBER: 0001140361-18-019794 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180413 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180426 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAUPOST GROUP LLC/MA CENTRAL INDEX KEY: 0001061768 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33415 FILM NUMBER: 18779346 BUSINESS ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baupost Group GP, L.L.C. CENTRAL INDEX KEY: 0001738693 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33415 FILM NUMBER: 18779344 BUSINESS ADDRESS: STREET 1: 10 ST. JAMES AVENUE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-210-8300 MAIL ADDRESS: STREET 1: 10 ST. JAMES AVENUE STREET 2: SUITE 1700 CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KLARMAN SETH A CENTRAL INDEX KEY: 0000899869 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33415 FILM NUMBER: 18779345 BUSINESS ADDRESS: BUSINESS PHONE: 6172108300 MAIL ADDRESS: STREET 1: 10 ST JAMES AVENUE STREET 2: STE 1700 CITY: BOSTON STATE: MA ZIP: 02116 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 4 1 doc1.xml FORM 4 X0306 4 2018-04-13 0 0001382911 Orexigen Therapeutics, Inc. OREX 0001061768 BAUPOST GROUP LLC/MA 10 ST. JAMES AVENUE SUITE 1700 BOSTON MA 02116 0 0 1 0 0000899869 KLARMAN SETH A 10 ST. JAMES AVE. SUITE 1700 BOSTON MA 02116 0 0 1 0 0001738693 Baupost Group GP, L.L.C. 10 ST. JAMES AVENUE SUITE 1700 BOSTON MA 02116 0 0 1 0 0% Senior Secured Convertible Notes due 2020 7.50 2018-04-13 4 J 0 16483517 0 D 2016-09-21 2020-06-29 Common Stock 2197802 7802197 I See footnote 1 and 2 This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("BG GP"), and Seth A. Klarman (collectively, the "Reporting Persons"). Baupost is a registered investment adviser and acts as an investment adviser to various private investment limited partnerships. BG GP, as the Manager of Baupost, and Seth A. Klarman, as the Managing Member of BG GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships. (Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purpose of Section 16 or for any other purpose. Such aggregate principal amount of the 0% Senior Secured Convertible Notes due 2020 were converted into post-petition secured obligations under a debtor-in-possession credit facility entered into on March 12, 2018, which was subject to a final order approved by the United States Bankruptcy Court for the District of Delaware on April 13, 2018. 7,802,197 shares of common stock are underlying the remaining outstanding aggregate principal amount of the 0% Senior Secured Convertible Notes due 2020. Baupost is not entitled to take delivery of any shares of common stock upon conversion of the reported securities to the extent (but only to the extent) that after such receipt of any shares of common stock upon conversion, Baupost and its affiliates' beneficial ownership would exceed 37.5% of the outstanding shares of the Issuer's common stock. Seth A. Klarman 2018-04-26 Seth A. Klarman 2018-04-26 Seth A. Klarman 2018-04-26