Sec Form 4 Filing - TURNER DANIEL K III @ Orexigen Therapeutics, Inc. - 2011-12-22

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

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1. Name and Address of Reporting Person TURNER DANIEL K III 2. Issuer Name and Ticker or Trading Symbol Orexigen Therapeutics, Inc. [ OREX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O OREXIGEN THERAPEUTICS, INC., 3344 N. TORREY PINES COURT, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2011 (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 12/22/2011 P 28,602 A $ 1.45 ( 1 ) 177,958 I See Footnote ( 2 ) Common Stock 12/22/2011 P 28,602 A $ 1.45 ( 1 ) 377,958 I See Footnote ( 3 )

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 Warrant to Purchase Co mmon Stock $ 0.001 12/22/2011 P 28,602 12/22/2011 12/22/2021 Common Stock 286,020 $ 14.49 ( 1 ) 28,602 I See Footnote ( 2 ) Warrant to Purchase Common Stock $ 0.001 12/22/2011 P 28,602 12/22/2011 12/22/2021 Common Stock 286,020 $ 14.49 ( 1 ) 28,602 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TURNER DANIEL K III C/O OREXIGEN THERAPEUTICS, INC. 3344 N. TORREY PINES COURT, SUITE 200 LA JOLLA, CA92037 X Signatures /s/ Daniel K. Turner III 02/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Common Stock and Warrants were sold as units at a purchase price of $15.94 per unit, each unit consisting of one share of Common Stock and one Warrant to purchase ten shares of Common Stock. ( 2 )The reported securities are owned directly by Montreux Equity Partners II SBIC, L.P. ("MEP II"). The voting and disposition of the shares held by MEP II are determined by Montreux Equity Management II SBIC, LLC ("MEM II"). Mr. Turner is a managing member of MEM II. Mr. Turner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 3 )The reported securities are owned directly by Montreux Equity Partners III SBIC, L.P. ("MEP III"). The voting and disposition of the shares held by MEP III are determined by Montreux Equity Management III SBIC, LLC ("MEM III"). Mr. Turner is a managing member of MEM III. Mr. Turner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

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).

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