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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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. 3)
Orexigen Therapeutics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
686164302
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|X| Rule 13d-1(b)
| | Rule 13d-1(c)
| | 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).
CUSIP No. 686164302 Schedule 13G/A Page 2 of 9
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Telemetry Investments, L.L.C.
13-4081603
___________________________________________________________________________
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
5.Sole Voting Power
Shares Bene- 0
_________________________________________________________
ficially owned 6.Shared Voting Power
1,295,844 (1)
by Each _________________________________________________________
7.Sole Dispositive Power
0
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 1,295,844 (1)
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,844 (1)
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
6.4% (2)
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
IA
____________________________________________________________________________
(1) Telemetry Investments, L.L.C. is the investment manager to Telemetry
Securities, L.L.C., a Delaware limited liability company. As of December
31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the
Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of
Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0%
convertible senior secured notes due 2020 (the "Senior Convertible Notes")
convertible into 312,088 shares of Common Stock based on a ratio of 133.333
shares of Common Stock for each $1,000 principal amount of Senior Convertible
Notes, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior
notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067
shares of Common Stock based on a ratio of 66.667 shares of Common Stock for
each $1,000 principal amount of Restricted Convertible Notes, and (v)
$3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due
2020 (the "Convertible Notes") convertible into 39,690 shares of Common Stock
based on a ratio of 12.212 shares of Common Stock for each $1,000 principal
amount of the Convertible Notes. As a result of the foregoing, for purposes
of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry
Investments, L.L.C., as the investment manager to Telemetry Securities,
L.L.C., and each of Andrew J. Schorr and Daniel P. Schorr, as a manager of
Telemetry Investments, L.L.C., are collectively, the Reporting Persons in
respect of the common shares of the Issuer reported herein.
(2) This percentage is calculated based upon an aggregate of 18,887,033
shares outstanding of the Issuer, as reported by the Issuer on Form 8K
filed with the Securities and Exchange Commission on February 9, 2018,
and includes an additional 1,245,844 shares issuable to Telemetry Securities,
L.L.C. upon the exercise of the Warrants and the conversion of the Senior
Convertible Notes, the Restricted Convertible Notes and the Convertible Notes.
CUSIP No. 686164302 Schedule 13G/A Page 3 of 9
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Andrew J. Schorr
___________________________________________________________________________
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
USA
___________________________________________________________________________
Number of
5.Sole Voting Power
Shares Bene- 0
_________________________________________________________
ficially owned 6.Shared Voting Power
1,295,844 (1)
by Each _________________________________________________________
7.Sole Dispositive Power
0
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 1,295,844 (1)
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,844 (1)
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
6.4% (2)
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
IN
____________________________________________________________________________
(1) Each of Andrew J. Schorr and Daniel P. Schorr are managers of Telemetry
Investments, L.L.C., a registered investment adviser to, and with power to
vote or dispose of the assets of, Telemetry Securities, L.L.C. As of December
31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's
Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common
Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible into
convertible senior secured notes due 2020 (the "Senior Convertible Notes")
312,088 shares of Common Stock based on a ratio of 133.333 shares of Common
Stock for each $1,000 principal amount of Senior Convertible Notes, (iv)
$7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020
(the "Restricted Convertible Notes") convertible into 494,067 shares of
Common Stock based on a ratio of 66.667 shares of Common Stock for each
$1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000
of the Issuer's unrestricted 2.75% convertible senior notes due 2020 (the
"Convertible Notes") convertible into 39,690 shares of Common Stock based on
a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of
the Convertible Notes. As a result of the foregoing, for purposes of Reg.
Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments,
L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each
of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry
Investments, L.L.C., are collectively, the Reporting Persons in respect of
the common shares of the Issuer reported herein.
(2) This percentage is calculated based upon an aggregate of 18,887,033
shares outstanding of the Issuer, as reported by the Issuer on Form 8K
filed with the Securities and Exchange Commission on February 9, 2018,
and includes an additional 1,245,844 shares issuable to Telemetry Securities,
L.L.C. upon the exercise of the Warrants and the conversion of the Senior
Convertible Notes, the Restricted Convertible Notes and the Convertible Notes.
CUSIP No. 686164302 Schedule 13G/A Page 4 of 9
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Daniel P. Schorr
___________________________________________________________________________
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
USA
___________________________________________________________________________
Number of
5.Sole Voting Power
Shares Bene- 0
_________________________________________________________
ficially owned 6.Shared Voting Power
1,295,844 (1)
by Each _________________________________________________________
7.Sole Dispositive Power
0
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 1,295,844 (1)
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,844 (1)
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
6.4% (2)
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
IN
____________________________________________________________________________
(1) Each of Andrew J. Schorr and Daniel P. Schorr are managers of Telemetry
Investments, L.L.C., a registered investment adviser to, and with power to
vote or dispose of the assets of, Telemetry Securities, L.L.C. As of December
31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000 shares of the Issuer's
Common Stock, (ii) 400,000 warrants to acquire 400,000 shares of Common
Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's 0% convertible into
convertible senior secured notes due 2020 (the "Senior Convertible Notes")
312,088 shares of Common Stock based on a ratio of 133.333 shares of Common
Stock for each $1,000 principal amount of Senior Convertible Notes, (iv)
$7,411,000 of the Issuer's restricted 2.75% convertible senior notes due 2020
(the "Restricted Convertible Notes") convertible into 494,067 shares of
Common Stock based on a ratio of 66.667 shares of Common Stock for each
$1,000 principal amount of Restricted Convertible Notes, and (v) $3,250,000
of the Issuer's unrestricted 2.75% convertible senior notes due 2020 (the
"Convertible Notes") convertible into 39,690 shares of Common Stock based on
a ratio of 12.212 shares of Common Stock for each $1,000 principal amount of
the Convertible Notes. As a result of the foregoing, for purposes of Reg.
Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments,
L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each
of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry
Investments, L.L.C., are collectively, the Reporting Persons in respect of
the common shares of the Issuer reported herein.
(2) This percentage is calculated based upon an aggregate of 18,887,033
shares outstanding of the Issuer, as reported by the Issuer on Form 8K
filed with the Securities and Exchange Commission on February 9, 2018,
and includes an additional 1,245,844 shares issuable to Telemetry Securities,
L.L.C. upon the exercise of the Warrants and the conversion of the Senior
Convertible Notes, the Restricted Convertible Notes and the Convertible Notes.
CUSIP No. 686164302 Schedule 13G/A Page 5 of 9
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Telemetry Securities, L.L.C.
13-4081600
___________________________________________________________________________
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
5.Sole Voting Power
Shares Bene- 0 (1)
_________________________________________________________
ficially owned 6.Shared Voting Power
0
by Each _________________________________________________________
7.Sole Dispositive Power
0 (1)
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 0
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,295,844 (1)
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
6.4% (2)
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
PN
____________________________________________________________________________
(1) As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000
shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire 400,000
shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the Issuer's
0% convertible senior secured notes due 2020 (the "Senior Convertible Notes")
convertible into 312,088 shares of Common Stock based on a ratio of 133.333
shares of Common Stock for each $1,000 principal amount of Senior Convertible
Notes, (iv) $7,411,000 of the Issuer's restricted 2.75% convertible senior
notes due 2020 (the "Restricted Convertible Notes") convertible into 494,067
shares of Common Stock based on a ratio of 66.667 shares of Common Stock for
each $1,000 principal amount of Restricted Convertible Notes, and (v)
$3,250,000 of the Issuer's unrestricted 2.75% convertible senior notes due
2020 ("Convertible Notes") convertible into 39,690 shares of Common Stock
based on a ratio of 12.212 shares of Common Stock for each $1,000 principal
amount of the Convertible Notes. As a result of the foregoing, for purposes
of Reg. Section 240.13d-3, Telemetry Securities, L.L.C., Telemetry Investments,
L.L.C., as the investment manager to Telemetry Securities, L.L.C., and each
of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry
Investments, L.L.C., are collectively, the Reporting Persons in respect
of the common shares of the Issuer reported herein.
(2) This percentage is calculated based upon an aggregate of 18,887,033
shares outstanding of the Issuer, as reported by the Issuer on Form 8K
filed with the Securities and Exchange Commission on February 9, 2018,
and includes an additional 1,2
45,844 shares issuable to Telemetry Securities,
L.L.C. upon the exercise of the Warrants and the conversion of the Senior
Convertible Notes, the Restricted Convertible Notes and the Convertible Notes.
CUSIP No. 686164302 Schedule 13G/A Page 6 of 9
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
Telemetry Securities, L.L.C. as the holder of (i) 50,000 shares of
the Issuer's Common Stock, (ii) 400,000 warrants to acquire
400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659
of the Issuer's 0% convertible senior secured notes due 2020, (iv)
$7,411,000 of the Issuer's restricted 2.75% convertible senior notes
due 2020, and (v) $3,250,000 of the Issuer's unrestricted 2.75%
convertible senior notes due 2020, Telemetry Investments, L.L.C.,
as the investment manager to Telemetry Securities, L.L.C., and each
of Andrew J. Schorr and Daniel P. Schorr, as a manager of Telemetry
Investments, L.L.C. are collectively, the Reporting Persons hereunder.
(b)Address of Principal Business Office or, if none, Residence
545 Fifth Avenue, Suite 1108
New York, NY 10017
(c)Citizenship
Telemetry Investments, L.L.C. and Telemetry Securities, L.L.C.-- Delaware
Andrew J. Schorr and Daniel P. Schorr -- USA
(d)Title of Class of Securities
Common Stock
(e)CUSIP Number
686164302
Item 3. If this statement is filed pursuant to ss240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) | | Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).(1)
(b) | | Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c).
(c) | | Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) | | Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with
s240.13d-1(b)(1)(ii)(E);(2)
(f) | | An employee benefit plan or endowment fund in accordance
with s240.13d-1(b)(1)(ii)(F);
(g) | | A parent holding company or control person in accordance
with s240.13d-1(b)(ii)(G);
(h) | | A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) | | A church plan that is excluded from the definition of an
investment company under section 3c(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) | | Group, in accordance with s240.13d-1(b)(1)(ii)(J).
CUSIP No. 686164302 Schedule 13G/A Page 7 of 9
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:
1,295,844 shares of common stock of the Issuer, upon (i) the exercise of
all 400,000 Warrants, (ii) the conversion of all $2,340,659 of the Issuer's
Senior Convertible Notes, (iii) the conversion of all $7,411,000 of
the Issuer's Restricted Convertible Notes, and (iv) the conversion of all
$3,250,000 of the Issuer's Convertible Notes, held by Reporting Persons.
(b) Percent of Class:
6.4% of the common stock of the Issuer, based upon 18,887,033 shares of
common stock outstanding as reported in the Issuer's Form 8K filed with
the Securities and Exchange Commission on February 9, 2018, and that number
of shares of stock that would be issued to effect the exercise and
conversion of the Warrants, Senior Convertible Notes, Restricted
Convertible Notes, and Convertible Notes.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
*
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
*
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see s240.13d(1).
* This report on Schedule 13G/A is being jointly filed by (i) Telemetry
Securities, L.L.C., (ii) Telemetry Investments, L.L.C. as investment adviser
to Telemetry Securities, L.L.C., (iii) Andrew J. Schorr as a manager and
member of Telemetry Investments, L.L.C. and (iv) Daniel P. Schorr as the
other manager and member of Telemetry Investments, L.L.C.
As of December 31, 2018, Telemetry Securities, L.L.C. holds (i) 50,000
shares of the Issuer's Common Stock, (ii) 400,000 warrants to acquire
400,000 shares of Common Stock (the "Warrants"), (iii) $2,340,659 of the
Issuer's 0% convertible senior secured notes due 2020 (the "Senior
Convertible Notes") convertible into 312,088 shares of Common Stock
based on a ratio of 133.333 shares of Common Stock for each $1,000
principal amount of Senior Convertible Notes, (iv) $7,411,000 of the
Issuer's 2.75% restricted convertible senior notes due 2020 (the "Restricted
Convertible Notes") convertible into 494,067 shares of Common Stock based on
a ratio of 66.667 shares of Common Stock for each $1,000 principal amount of
Restricted Convertible Notes, and (v) $3,250,000 of the Issuer's 2.75%
unrestricted convertible senior notes due 2020 (the "Convertible Notes")
convertible into 39,690 shares of Common Stock based on a ratio of 12.212
shares of Common Stock for each $1,000 principal amount of Convertible
Notes. Based on the foregoing, upon exercise of the Warrants and
conversion of the Senior Convertible Notes, the Restricted Convertible
Notes, and the Convertible Notes, Telemetry Securities, L.L.C. would be
entitled to receive 1,245,844 shares of common stock of the issuer, along
with the 50,000 shares it currently owns.
Such shares are deemed to be beneficially owned (a) directly by Telemetry
Securities, L.L.C. and (b) indirectly by Telemetry Investments, L.L.C. as
investment adviser to Telemetry Securities, L.L.C. and (c) indirectly by each
of Andrew J. Schorr and Daniel P. Schorr as managers and members of Telemetry
Investments, L.L.C.
The beneficial ownership percentage of 6.4% of the class is based upon an
aggregate of 18,887,033 shares outstanding of the Issuer, as reported by
the Issuer on Form 8K filed with the Securities and Exchange Commission on
February 9, 2018, and includes an additional 1,245,844 shares issuable to
Telemetry Securities, L.L.C. upon the exercise of the Warrants and the
conversion of the Senior Convertible Notes, the Restricted Convertible
Notes, and the Convertible Notes.
CUSIP No. 686164302 Schedule 13G/A Page 8 of 9
Item 5. Ownership of Five Percent or Less of a Class
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 five percent of the class of securities, check the following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Telemetry Fund I, L.P. is the sole member of Telemetry Securities, L.L.C.
As such, it and its partners have an indirect right in the proceeds of the
Warrants, the Senior Convertible Notes, the Restricted Convertible Notes,
the Convertible Notes, shares issuable upon exercise or conversion of the
Warrants, the Senior Convertible Notes, the Restricted Convertible Notes,
and the Convertible Notes, and dividends, if any, payable in respect of such
shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
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.
February 11, 2019
______________________________
(Date)
TELEMETRY INVESTMENTS, L.L.C.
By: /s/ Andrew Schorr
______________________________
Name: Andrew Schorr
Title: Chief Executive Officer
TELEMETRY SECURITIES, L.L.C.
By: Telemetry Investments, L.L.C., its Investment Manager
By: /s/ Andrew Schorr
______________________________
Name: Andrew Schorr
Title: Chief Executive Officer
/s/ Andrew Schorr
______________________________
Andrew Schorr
/s/ Daniel Schorr
______________________________
Daniel Schorr