Sec Form 4 Filing - Viveash Dawn @ Orexigen Therapeutics, Inc. - 2011-07-22

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 Viveash Dawn 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/Head of Regulatory Affairs (Last) (First) (Middle) C/O OREXIGEN THERAPEUTICS, INC., 3344 N. TORREY PINES COURT, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2011 (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

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 07/25/2011 A 382,000 ( 1 ) 07/24/2021 Common Stock 382,000 ( 2 ) 382,000 D Stock Option (right to buy) $ 6.73 07/22/2011 D 200,000 ( 3 ) 11/01/2019 Common Stock 200,000 ( 2 ) 0 D Stock Option (right to buy) $ 6.74 07/22/2011 D 30,000 ( 4 ) 01/21/2020 Common Stock 30,000 ( 2 ) 0 D Stock Option (right to buy) $ 2.94 07/22/2011 D 35,000 ( 5 ) 09/19/2020 Common Stock 35,000 ( 2 ) 0 D Stock Option (right to buy) $ 2.94 07/22/2011 D 45,000 ( 5 ) 01/17/2021 Common Stock 45,000 ( 2 ) 0 D Stock Option (right to buy) $ 1.7 07/22/2011 D 72,000 ( 6 ) 06/09/2021 Common Stock 72,000 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Viveash Dawn C/O OREXIGEN THERAPEUTICS, INC. 3344 N. TORREY PINES COURT, SUITE 200 LA JOLLA, CA92037 SVP/Head of Regulatory Affairs Signatures /s/ Heather D. Turner, Attorney-in-Fact 07/26/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 persons 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 persons continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date. ( 2 )The reporting person agreed to the cancellation of all of her outstanding stock options, as reflected in this Form 4, in exchange for the Replacement Grant. The reporting person tendered all of her outstanding stock options pursuant to the terms of the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on June 24, 2011, as amended, relating to an offer by the Company to certain employees to exchange outstanding options to purchase shares of common stock. Upon grant of the Replacement Grant to the reporting person, all of her outstanding stock options were canceled. ( 3 )The cancelled option provided for vesting such that 25% of the shares of stock subject to the option (rounded down to the next whole number of shares) were to vest on November 2, 2010 and 1/48th of the shares of stock subject to the option (rounded down to the next whole number of shares) were to vest on the same day of each month thereafter, so that all of the shares of stock subject to the option were to be vested on November 2, 2013, subject to the reporting person's continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary of the Company on each such date. ( 4 )The cancelled option provided for vesting such that 1/48th of the total number of shares of stock subject to the option (rounded down to the next whole number of shares) were to vest on the same day of each one-month period of the reporting persons service as an employee, director or consultant following January 22, 2010, so that all of the shares of the stock subject to the option were to be vested on January 22, 2014, subject to the reporting persons continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date. ( 5 )The cancelled option provided for vesting such that 1/48th of the total number of shares of stock subject to the option (rounded down to the next whole number of shares) were to vest on the same day of each one-month period of the reporting persons service as an employee, director or consultant following January 18, 2011, so that all of the shares of the stock subject to the option were to be vested on January 18, 2015, subject to the reporting persons continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date. ( 6 )The cancelled option provided for vesting such that 1/48th of the total number of shares of stock subject to the option (rounded down to the next whole number of shares) were to vest on the same day of each one-month period of the reporting persons service as an employee, director or consultant following June 10, 2011, so that all of the shares of the stock subject to the option were to be vested on June 10, 2015, subject to the reporting persons continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date.

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).

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