Statement of Changes in Beneficial Ownership (4)
26 April 2018 - 10:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
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
*
BAUPOST GROUP LLC/MA
|
2. Issuer Name
and
Ticker or Trading Symbol
Orexigen Therapeutics, Inc.
[
OREX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
|
(Last)
(First)
(Middle)
10 ST. JAMES AVENUE, SUITE 1700
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/13/2018
|
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
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 of Derivative Security: 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
|
$7.50
|
4/13/2018
|
|
J
(3)
|
|
|
16483517
|
9/21/2016
|
6/29/2020
|
Common Stock
|
2197802
|
$0
(3)
|
7802197
(4)
|
I
|
See footnote 1 and 2
(1)
(2)
|
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 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.
|
(4)
|
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.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
BAUPOST GROUP LLC/MA
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA 02116
|
|
X
|
|
|
KLARMAN SETH A
10 ST. JAMES AVE.
SUITE 1700
BOSTON, MA 02116
|
|
X
|
|
|
Baupost Group GP, L.L.C.
10 ST. JAMES AVENUE
SUITE 1700
BOSTON, MA 02116
|
|
X
|
|
|
Signatures
|
Seth A. Klarman
|
|
4/26/2018
|
**
Signature of Reporting Person
|
Date
|
Seth A. Klarman
|
|
4/26/2018
|
**
Signature of Reporting Person
|
Date
|
Seth A. Klarman
|
|
4/26/2018
|
**
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 control number.
|