Sec Form 4 Filing - Booth Mark D @ Orexigen Therapeutics, Inc. - 2015-02-26

Insider filing report for Changes in Beneficial Ownership
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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
Booth Mark 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)
Chief Commercial Officer
(Last) (First) (Middle)
C/O OREXIGEN THERAPEUTICS, INC., 3344 N. TORREY PINES COURT, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2015
(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 02/26/2015 M( 1 ) 50,000 A $ 1.66 53,810 D
Common Stock 02/26/2015 S( 2 ) 50,000 D $ 5.684 ( 3 ) 3,810 D
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 02/26/2015 M 50,000 ( 4 ) 07/24/2021 Common Stock 50,000 ( 5 ) 563,924 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Booth Mark D
C/O OREXIGEN THERAPEUTICS, INC.
3344 N. TORREY PINES COURT, SUITE 200
LA JOLLA, CA92037
Chief Commercial Officer
Signatures
/s/ Heather Turner, Attorney-in-Fact for Mark D. Booth 03/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2014.
( 2 )The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2014.
( 3 )Weighted average from 16 transactions with prices ranging from $5.66 to $5.85. Upon request by the Commission staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares purchased at each separate price.
( 4 )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 Person's 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 Person's continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date.
( 5 )N/A

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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