SEC Form 4 · accession 0001209191-16-132814
Orexigen Therapeutics, Inc. · OREXQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter D Flynn
Officer — SVP, Dev, Reg Affairs, Safety
Period of report
Jul 12, 2016
Accepted (ET)
Jul 14, 2016 · 8:48 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2,F1 | $4.02 | Jul 12, 2016 | A | 131,250 | A | — | Jul 11, 2026 | Common Stock | 131,250 | 131,250 | D |
| Stock OptionF2,F3 | $4.02 | Jul 12, 2016 | A | 26,250 | A | — | Jul 11, 2026 | Common Stock | 26,250 | 26,250 | D |
| Stock OptionF2,F1 | $15.00 | Jul 12, 2016 | A | 78,750 | A | — | Jul 11, 2026 | Common Stock | 78,750 | 78,750 | D |
| Stock OptionF2,F3 | $15.00 | Jul 12, 2016 | A | 15,750 | A | — | Jul 11, 2026 | Common Stock | 15,750 | 15,750 | D |
Explanation of responses
- F1Thirty-three and one-third percent (33-1/3%) of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the one year anniversary of 07/12/2016, and 1/36 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 thereafter, so that all of the shares of the stock subject to the option shall be vested on the third (3rd) anniversary of 07/12/2016, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary on each such date, as set forth in the applicable stock option grant notice and stock option agreement for such employee.
- F2Not Applicable
- F3One hundred percent (100%) of the shares of stock subject to the option shall vest on the date on which, during fiscal year 2017, the Corporation achieves at least $130M in global product net sales, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary through such date; provided, that if (x) a Change in Control ((as defined in the Plan) occurs at any time before the end of such 2017 fiscal year and (y) the price per share of the Corporation's common stock immediately prior to such Change in Control is at least equal to $7.50, such option shall become fully vested immediately prior to such Change in Control, subject to the employee's continued service relationship (whether as an employee, director or consultant) with the Corporation or any parent or subsidiary.