Orexigen Therapeutics (OREX) Form 3 Orexigen Therapeutics / Jason A Keyes ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Keyes Jason A

(Last) (First) (Middle)

3344 NORTH TORREY PINES COURT

SUITE 200

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/08/2016

3. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,832	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(1)	02/14/2023	Common Stock	100,000	5.69	D
Stock Option	(1)	02/06/2024	Common Stock	28,422	6.3	D
Stock Option	(1)	02/02/2025	Common Stock	85,388	5.34	D
Stock Option	(1)	02/01/2026	Common Stock	65,000	1.78	D

Explanation of Responses:

1. Twenty-five percent (25%) 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 the Vesting Commencement Date, and 1/48 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 fourth (4th) anniversary of the Vesting Commencement Date, subject to employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary on each such date.

Remarks:

	/s/ Thomas P. Lynch, Attorney-in-Fact for Jason Keyes.	06/30/2016
	** 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 5 (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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