| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Orexigen Therapeutics, Inc. [ OREXQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/31/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 0% Senior Secured Convertible Notes due 2020 | $7.5(3)(4) | 05/31/2019 | J(3)(4) | $58,516,483(3)(4) | 09/21/2016(3)(4) | 06/29/2020(3)(4) | Common Stock | 7,802,197(3)(4) | (3)(4) | 0 | I | See footnote(1)(2) | |||
| Warrant Expiring 2020 | $60(3) | 05/31/2019 | J(3)(4) | 5,000,000(3)(4) | 09/10/2015(3)(4) | 09/10/2020(3)(4) | Common Stock | 500,000(3)(4) | (3)(4) | 0 | I | See footnote(1)(2) | |||
| Warrant Expiring 2026 | $15(3) | 05/31/2019 | J(3)(4) | 100,000,000(3)(4) | 09/21/2016(3)(4) | 09/21/2026(3)(4) | Common Stock | 10,000,000(3)(4) | (3)(4) | 0 | I | See footnote(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 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. |
| 2. (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. |
| 3. Such aggregate principal amount of the 0% Senior Secured Convertible Notes due 2020 ("Notes") were converted into post-petition secured obligations under a debtor-in-possession credit facility entered into on March 12, 2018 and approved by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on April 13, 2018. At such time 7,802,197 shares of Common Stock were underlying the remaining outstanding aggregate principal amount of the Notes. On May 31, 2019, the Issuer's Modified Amended Plan of Liquidation (the "Plan of Liquidation"), which was confirmed by the Bankruptcy Court on May 17, 2019, became effective. As provided by the Plan of Liquidation, the Reporting Persons surrendered the Notes in exchange for a pro rata distribution of the Issuer's distributable cash, cash proceeds from tax refunds and unused amounts of wind down reserves, each as defined in the Plan of Liquidation. |
| 4. (Continued from footnote 3)The Plan of Liquidation also provided that all outstanding equity interests would be cancelled for no consideration on the effective date. |
| Seth A. Klarman | 06/04/2019 | |
| Seth A. Klarman | 06/04/2019 | |
| Seth A. Klarman | 06/04/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
