SEC Form 3 · accession 0001140361-16-058969
Orexigen Therapeutics, Inc. · OREXQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 15, 2016
Accepted (ET)
Mar 24, 2016 · 5:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001382911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 22,268,399 | I | See footnote 1. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant expiring 2020F1,F2,F7 | $6.00 | holding | — | — | — | Sep 10, 2015 | Sep 10, 2020 | Common Stock Equivalents | 5,000,000 | — | I |
| 0% Senior Secured Convertible Notes due 2020F1,F2,F3,F4,F7 | $0.75 | holding | — | — | — | Sep 21, 2016 | Jun 29, 2020 | Common Stock Equivalents | 100,000,000 | — | I |
| Warrant expiring 2026F1,F2,F5,F6,F7 | $1.50 | holding | — | — | — | Sep 21, 2016 | Sep 21, 2026 | Common Stock Equivalents | 100,000,000 | — | I |
Explanation of responses
- F1This statement on Form 3 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), SAK Corporation ("SAK"), and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. SAK, as the Manager of Baupost, and Mr. Klarman, as the sole shareholder of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Baupost. Securities reported on this statement on Schedule 13G as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships.
- F2(Continued from footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purpose of Section 16 or for any other purpose.
- F3From and after September 21, 2016 and prior to the requisite stockholder approval of the Issuer being obtained, including authorizing the issuance of a sufficient number of additional shares to settle the conversion of the reported security in shares of common stock, the reported security is convertible only into cash. From and after the date the Issuer obtains the requisite stockholder approval (whether or not it is before September 21, 2016), the reported security is only convertible into shares of common stock at a rate of 1,333.33 shares of common stock per $1,000 principal amount of notes. In the event of a change of control transaction at any time and without regard to whether or not it is before September 21, 2016 or whether Stockholder Approval is obtained, the reported security will be convertible for a period beginning on the closing of such change of control transaction and ending 35 trading days after the closing of such transaction.
- F4(Continued from footnote 3) Baupost is not entitled to take delivery of any shares of common stock upon conversion of the reported securities to the extent (but only to the extent) that after such receipt of any shares of common stock upon conversion, Baupost and its affiliates' beneficial ownership would exceed 37.5% of the outstanding shares of the Issuer's common stock.
- F5From and after September 21, 2016 and prior to the requisite stockholder approval of the Issuer being obtained, including authorizing the issuance of a sufficient number of additional shares to settle the exercise of the reported security in shares of common stock, the reported security is exercisable only into cash. From and after the date the Issuer obtains the requisite stockholder approval (whether or not it is before September 21, 2016), the reported security is only exercisable into shares of common stock at an exercise price of $1.50 per share in an aggregate of up to 100,000,000 shares of common stock. In the event of a change of control transaction at any time and without regard to whether or not it is before September 21, 2016 or whether Stockholder Approval is obtained, the reported security will be exercisable for a period beginning on the closing of such change of control transaction and ending 35 trading days after the closing of such transaction.
- F6(Continued from footnote 5) Baupost is not entitled to take delivery of any shares of common stock upon exercise of the reported securities to the extent (but only to the extent) that after such receipt of any shares of common stock upon exercise, Baupost and its affiliates' beneficial ownership would exceed 37.5% of the outstanding shares of the Issuer's common stock.
- F7Represents the number of common stock equivalents underlying the reported securities.