Sec Form 4 Filing - Turner Heather D @ Orexigen Therapeutics, Inc. - 2012-07-17

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Turner Heather D
2. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Gen. Counsel & Secretary
(Last) (First) (Middle)
C/O OREXIGEN THERAPEUTICS, INC., 3344 N. TORREY PINES COURT, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2012
(Street)
LA JOLLA, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 07/17/2012 M( 1 ) 82,433 A $ 1.66 82,433 D
Common Stock 07/17/2012 S( 2 ) 82,433 D $ 7.6844 ( 3 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (right to buy) $ 1.66 07/17/2012 M 82,433 ( 4 ) 07/24/2021 Common Stock 82,433 ( 5 ) 1,010,963 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Turner Heather D
C/O OREXIGEN THERAPEUTICS, INC.
3344 N. TORREY PINES COURT, SUITE 200
LA JOLLA, CA92037
SVP, Gen. Counsel & Secretary
Signatures
/s/ Heather D. Turner 07/19/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 21, 2012.
( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 21, 2012.
( 3 )The sale price set forth in Column 4 of this line represents the weighted average sale price of the shares sold ranging from $7.66 to $7.72 per share. Upon request by the Commission staff, the Company, or a security holder of the Company, the Reporting Person will provide full information regarding the number of shares sold at each separate price.
( 4 )1/48th of the total number of shares of stock subject to the option (rounded down to the next whole number of shares) (which option is referred to in this Form 4 as the "Replacement Grant") shall vest on the same day of each one-month period of the reporting person's service as an employee, director or consultant following July 25, 2011, so that all of the shares of the stock subject to the option shall be vested on July 25, 2015, subject to the reporting person's continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date.
( 5 )Not applicable.

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.