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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/15/2016 | 3. Issuer Name and Ticker or Trading Symbol Orexigen Therapeutics, Inc. [ OREX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 22,268,399 | I | See footnote 1.(1)(2) |
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 | ||||
Warrant expiring 2020 | 09/10/2015 | 09/10/2020 | Common Stock Equivalents | 5,000,000(7) | 6 | I | See footnote 1.(1)(2) |
0% Senior Secured Convertible Notes due 2020 | 09/21/2016(3)(4) | 06/29/2020 | Common Stock Equivalents | 100,000,000(7) | 0.75 | I | See footnote 1.(1)(2) |
Warrant expiring 2026 | 09/21/2016(5)(6) | 09/21/2026 | Common Stock Equivalents | 100,000,000(7) | 1.5 | I | See footnote 1.(1)(2) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. This statement on Form 3 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), SAK Corporation ("SAK"), and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. SAK, as the Manager of Baupost, and Mr. Klarman, as the sole shareholder of SAK Corporation 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 statement on Schedule 13G 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. From and after September 21, 2016 and prior to the requisite stockholder approval of the Issuer being obtained, including authorizing the issuance of a sufficient number of additional shares to settle the conversion of the reported security in shares of common stock, the reported security is convertible only into cash. From and after the date the Issuer obtains the requisite stockholder approval (whether or not it is before September 21, 2016), the reported security is only convertible into shares of common stock at a rate of 1,333.33 shares of common stock per $1,000 principal amount of notes. In the event of a change of control transaction at any time and without regard to whether or not it is before September 21, 2016 or whether Stockholder Approval is obtained, the reported security will be convertible for a period beginning on the closing of such change of control transaction and ending 35 trading days after the closing of such transaction. |
4. (Continued from footnote 3) 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. |
5. From and after September 21, 2016 and prior to the requisite stockholder approval of the Issuer being obtained, including authorizing the issuance of a sufficient number of additional shares to settle the exercise of the reported security in shares of common stock, the reported security is exercisable only into cash. From and after the date the Issuer obtains the requisite stockholder approval (whether or not it is before September 21, 2016), the reported security is only exercisable into shares of common stock at an exercise price of $1.50 per share in an aggregate of up to 100,000,000 shares of common stock. In the event of a change of control transaction at any time and without regard to whether or not it is before September 21, 2016 or whether Stockholder Approval is obtained, the reported security will be exercisable for a period beginning on the closing of such change of control transaction and ending 35 trading days after the closing of such transaction. |
6. (Continued from footnote 5) Baupost is not entitled to take delivery of any shares of common stock upon exercise of the reported securities to the extent (but only to the extent) that after such receipt of any shares of common stock upon exercise, Baupost and its affiliates' beneficial ownership would exceed 37.5% of the outstanding shares of the Issuer's common stock. |
7. Represents the number of common stock equivalents underlying the reported securities. |
Seth A. Klarman | 03/24/2016 | |
Seth A. Klarman | 03/24/2016 | |
Seth A. Klarman | 03/24/2016 | |
** 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). | ||
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. |