Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SEC 1745 (3-06)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
Orexigen Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
68616404
(CUSIP Number)
12/31/12
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 11 pages
| CUSIP No. 68616404 |
| 1. |
Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Scale Venture Partners II, LP 20-1965001 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
3,121,195* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
3,121,195* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,121,195* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| * | Includes 103,750 shares one of the members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP, has the right to acquire within 60 days of 12/31/12 pursuant to options outstanding to purchase shares of the Issuer’s common stock. Such member is deemed to hold the reported shares for the benefit of Scale Ventures Partners II, LP. Scale Venture Partners II, LP is deemed the indirect beneficial owner of the options. |
Page 2 of 11 pages
| CUSIP No. 68616404 |
| 1. |
Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Scale Venture Management II, LLC 27-0110811 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
3,121,195* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
3,121,195* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,121,195* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| * | Shares are held by Scale Venture Partners II, LP. Scale Venture Management II, LLC is the general partner of Scale Venture Partners II, LP. Includes 103,750 shares one of the members of Scale Venture Management II, LLC has the right to acquire within 60 days of 12/31/12 pursuant to options outstanding to purchase shares of the Issuer’s common stock. Such member is deemed to hold the reported shares for the benefit of Scale Ventures Partners II, LP. Scale Venture Partners II, LP is deemed the indirect beneficial owner of the options. |
Page 3 of 11 pages
| CUSIP No. 68616404 |
| 1. |
Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Kate Mitchell | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
US | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,121,195* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,121,195* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,121,195* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Shares are held by Scale Venture Partners II, LP. Kate Mitchell, Rory O’Driscoll and Sharon Wienbar are the Managing Members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of her proportionate pecuniary interests therein. Includes 103,750 shares one of the members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP, has the right to acquire within 60 days of 12/31/12 pursuant to options outstanding to purchase shares of the Issuer’s common stock. Such member is deemed to hold the reported shares for the benefit of Scale Ventures Partners II, LP. Scale Venture Partners II, LP is deemed the indirect beneficial owner of the options. |
Page 4 of 11 pages
| CUSIP No. 68616404 |
| 1. |
Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Rory O’Driscoll | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
US | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,121,195* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,121,195* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,121,195* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Shares are held by Scale Venture Partners II, LP. Kate Mitchell, Rory O’Driscoll and Sharon Wienbar are the Managing Members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of his proportionate pecuniary interests therein. Includes 103,750 shares one of the members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP, has the right to acquire within 60 days of 12/31/12 pursuant to options outstanding to purchase shares of the Issuer’s common stock. Such member is deemed to hold the reported shares for the benefit of Scale Ventures Partners II, LP. Scale Venture Partners II, LP is deemed the indirect beneficial owner of the options. |
Page 5 of 11 pages
| CUSIP No. 68616404 |
| 1. |
Name of Reporting Persons I.R.S. Identification No(s). of above person(s) (entities only)
Sharon Wienbar | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organizatio n
US | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,121,195* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,121,195* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,121,195* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
3.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Shares are held by Scale Venture Partners II, LP. Kate Mitchell, Rory O’Driscoll and Sharon Wienbar are the Managing Members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP. The Reporting Person disclaims beneficial ownership with respect to all such shares except to the extent of her proportionate pecuniary interests therein. Includes 103,750 shares one of the members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP, has the right to acquire within 60 days of 12/31/12 pursuant to options outstanding to purchase shares of the Issuer’s common stock. Such member is deemed to hold the reported shares for the benefit of Scale Ventures Partners II, LP. Scale Venture Partners II, LP is deemed the indirect beneficial owner of the options. |
Page 6 of 11 pages
| Item 1. |
| (a) | Name of Issuer |
Orexigen Therapeutics, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
3344 N. Torrey Pines Ct., Suite 200
La Jolla, CA 92037
| Item 2. |
| (a) | Name of Person Filing |
Scale Venture Parnters II, LP; Scale Venture Management II, LLC; Kate Mitchell; Rory O’ Driscoll; and Sharon Wienbar
| (b) | Address of Principal Business Office or, if none, Residence |
Scale Venture Partners II, LP: 950 Tower Lane, Suite 700, Foster City, CA 94404
Scale Venture Management II, LLC: 950 Tower Lane, Suite 700, Foster City, CA 94404
Kate Mitchell: 950 Tower Lane, Suite 700, Foster City, CA 94404
Rory O’Driscoll: 950 Tower Lane, Suite 700, Foster City, CA 94404
Sharon Wienbar: 950 Tower Lane, Suite 700, Foster City, CA 94404
| (c) | Citizenship |
Scale Venture Partners II, LP is organized in Delaware and Scale Venture Management II, LLC is organized in California. Each of Kate Mitchell, Rory O’Driscoll and Sharon Wienbar are US citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
68616404
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount Beneficially Owned: | |||||
| Scale Venture Partners II, LP | 3,121,195 | (1) | ||||
| Scale Venture Management II, LLC | 3,121,195 | (1) | ||||
| Kate Mitchell | 3,121,195 | (1) | ||||
| Rory O’Driscoll | 3,121,195 | (1) | ||||
| Sharon Wienbar | 3,121,195 | (1) | ||||
Page 7 of 11 pages
| (b) |
Percent of Class: | |||||
| Scale Venture Partners II, LP | 3.8 | % | ||||
| Scale Venture Management II, LLC | 3.8 | % | ||||
| Kate Mitchell | 3.8 | % | ||||
| Rory O’Driscoll | 3.8 | % | ||||
| Sharon Wienbar | 3.8 | % | ||||
| (c) |
Number of shares as to which the person has: | |||||
| (i) Sole power to vote or to direct the vote: |
||||||
| Scale Venture Partners II, LP | 3,121,195 | (1) | ||||
| Scale Venture Management II, LLC | 3,121,195 | (1) | ||||
| (ii) Shared power to vote or to direct the vote: |
||||||
| Kate Mitchell | 3,121,195 | (1) | ||||
| Rory O’Driscoll | 3,121,195 | (1) | ||||
| Sharon Wienbar | 3,121,195 | (1) | ||||
| (iii) Sole power to dispose or to direct the disposition of: |
||||||
| Scale Venture Partners II, LP | 3,121,195 | (1) | ||||
| Scale Venture Management II, LLC | 3,121,195 | (1) | ||||
| (iv) Shared power to dispose or to direct the disposition of: |
||||||
| Kate Mitchell | 3,121,195 | (1) | ||||
| Rory O’Driscoll | 3,121,195 | (1) | ||||
| Sharon Wienbar | 3,121,195 | (1) | ||||
| (1) | Shares are held by Scale Venture Partners II, LP. Scale Venture Management II, LLC is the General Partner of Scale Venture Partners II, LP. Kate Mitchell, Rory O’Driscoll and Sharon Wienbar are the Managing Members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP. Includes 103,750 shares one of the members of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP, has the right to acquire within 60 days of 12/31/12 pursuant to options outstanding to purchase shares of the Issuer’s common stock. Such member is deemed to hold the reported shares for the benefit of Scale Ventures Partners II, LP. Scale Venture Partners II, LP is deemed the indirect beneficial owner of the options. |
| Item 5. | Ownership of 5 Percent or Less of a Class |
| Item 6. | If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. |
| Item 7. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 8. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
Page 8 of 11 pages
| Item 9. | Identification and Classification of Members of the Group |
Not Applicable
| Item 10. | Notice of Dissolution of a Group |
Not Applicable
| Item 11. | Certification |
Not applicable
Page 9 of 11 pages
[SIGNATURE]
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2013
| SCALE VENTURE PARTNERS II, LP | SCALE VENTURE MANAGEMENT II, LLC | |||||||
| By: | Scale Venture Management II, LLC, its General Partner |
|||||||
| By: | /s/ Kate Mitchell |
By: | /s/ Kate Mitchell | |||||
| Name: Kate Mitchell | Name: Kate Mitchell | |||||||
| Title: Managing Member | Title: Managing Member | |||||||
| By: | /s/ Rory O’Driscoll |
By: | /s/ Kate Mitchell | |||||
| Name: Rory O’Driscoll | Name: Kate Mitchell | |||||||
| By: | /s/ Sharon Wienbar |
|||||||
| Name: Sharon Wienbar | ||||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 10 of 11 pages
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Orexigen Therapeutics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 13th day of February 2013.
| SCALE VENTURE PARTNERS II, LP | SCALE VENTURE MANA GEMENT II, LLC | |||||||
| By: | Scale Venture Management II, LLC, its General Partner |
|||||||
| By: | /s/ Kate Mitchell |
By: | /s/ Kate Mitchell | |||||
| Name: Kate Mitchell | Name: Kate Mitchell | |||||||
| Title: Managing Member | Title: Managing Member | |||||||
| By: | /s/ Rory O’Driscoll |
By: | /s/ Kate Mitchell | |||||
| Name: Rory O’Driscoll | Name: Kate Mitchell | |||||||
| By: | /s/ Sharon Wienbar |
|||||||
| Name: Sharon Wienbar | ||||||||
Page 11 of 11 pages