SEC Form 4 · accession 0001140361-18-019794
Orexigen Therapeutics, Inc. · OREXQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Seth A Klarman
10% Owner
BAUPOST GROUP LLC/MA
10% Owner
Baupost Group GP, L.L.C.
10% Owner
Period of report
Apr 13, 2018
Accepted (ET)
Apr 26, 2018 · 4:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001382911
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0% Senior Secured Convertible Notes due 2020F3,F4,F1,F2 | $7.50 | Apr 13, 2018 | J | 16,483,517 | D | Sep 21, 2016 | Jun 29, 2020 | Common Stock | 2,197,802 | 7,802,197 | I |
Explanation of responses
- F1This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("BG GP"), and Seth A. Klarman (collectively, the "Reporting Persons"). Baupost is a registered investment adviser and acts as an investment adviser to various private investment limited partnerships. BG GP, as the Manager of Baupost, and Seth A. Klarman, as the Managing Member of BG GP 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 Form 4 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.
- F3Such aggregate principal amount of the 0% Senior Secured Convertible Notes due 2020 were converted into post-petition secured obligations under a debtor-in-possession credit facility entered into on March 12, 2018, which was subject to a final order approved by the United States Bankruptcy Court for the District of Delaware on April 13, 2018.
- F47,802,197 shares of common stock are underlying the remaining outstanding aggregate principal amount of the 0% Senior Secured Convertible Notes due 2020. 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.