Sec Form 4 Filing - Flynn Peter D @ Orexigen Therapeutics, Inc. - 2016-07-12

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
Flynn Peter 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, Dev, Reg Affairs, Safety
(Last) (First) (Middle)
3344 NORTH TORREY PINES COURT, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/12/2016
(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
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 $ 4.02 07/12/2016 A 131,250 ( 1 ) 07/11/2026 Common Stock 131,250 ( 2 ) 131,250 D
Stock Option $ 4.02 07/12/2016 A 26,250 ( 3 ) 07/11/2026 Common Stock 26,250 ( 2 ) 26,250 D
Stock Option $ 15 07/12/2016 A 78,750 ( 1 ) 07/11/2026 Common Stock 78,750 ( 2 ) 78,750 D
Stock Option $ 15 07/12/2016 A 15,750 ( 3 ) 07/11/2026 Common Stock 15,750 ( 2 ) 15,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn Peter D
3344 NORTH TORREY PINES COURT
SUITE 200
LA JOLLA, CA92037
SVP, Dev, Reg Affairs, Safety
Signatures
Thomas P. Lynch as Attorney-In-Fact for Peter D. Flynn, Ph.D. 07/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Thirty-three and one-third percent (33-1/3%) 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 07/12/2016, and 1/36 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 third (3rd) anniversary of 07/12/2016, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary on each such date, as set forth in the applicable stock option grant notice and stock option agreement for such employee.
( 2 )Not Applicable
( 3 )One hundred percent (100%) of the shares of stock subject to the option shall vest on the date on which, during fiscal year 2017, the Corporation achieves at least $130M in global product net sales, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary through such date; provided, that if (x) a Change in Control ((as defined in the Plan) occurs at any time before the end of such 2017 fiscal year and (y) the price per share of the Corporation's common stock immediately prior to such Change in Control is at least equal to $7.50, such option shall become fully vested immediately prior to such Change in Control, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary.

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.