SEC Form 4 · accession 0001209191-16-095645
Orexigen Therapeutics, Inc. · OREXQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Narachi
Officer — CEO & President · Director
Period of report
Feb 2, 2016
Accepted (ET)
Feb 4, 2016 · 12:04 pm EST
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 Stock | May 29, 2015 | A | 721 | $4.17 | A | 58,747 | D | |
| Common Stock | Nov 30, 2015 | A | 1,761 | $2.03 | A | 60,508 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3,F2 | $1.78 | Feb 2, 2016 | A | 700,000 | A | — | Feb 1, 2026 | Common Stock | 700,000 | 700,000 | D |
| Performance Stock UnitsF4 | — | Feb 2, 2016 | A | 800,000 | A | — | Feb 1, 2021 | Common Stock | 800,000 | 800,000 | D |
Explanation of responses
- F1Shares acquired under Issuer's 2013 Employee Stock Purchase Plan.
- F21/48th of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the same day of each month following 2/2/2016, so that all of the shares of the stock subject to the option shall be vested on 2/2/2020, subject to the Reporting Person's continued service relationship (whether as an employee, director or consultant) with the Issuer or any parent or subsidiary on each such date.
- F3Not Applicable
- F4Grant of performance-vesting stock units ("PSUs") under Issuer's 2007 Equity Incentive Award Plan. The PSUs are subject to vesting in 20% installments over five years from the date of grant but will only be earned during such five year period if pre-determined share price hurdles relating to the 20-trading day average of the closing price of Issuer's common stock are attained.