SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BAUPOST GROUP LLC/MA

(Last) (First) (Middle)
10 ST. JAMES AVENUE
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREXQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
0% Senior Secured Convertible Notes due 2020 $7.5(3)(4) 05/31/2019 J(3)(4) $58,516,483(3)(4) 09/21/2016(3)(4) 06/29/2020(3)(4) Common Stock 7,802,197(3)(4) (3)(4) 0 I See footnote(1)(2)
Warrant Expiring 2020 $60(3) 05/31/2019 J(3)(4) 5,000,000(3)(4) 09/10/2015(3)(4) 09/10/2020(3)(4) Common Stock 500,000(3)(4) (3)(4) 0 I See footnote(1)(2)
Warrant Expiring 2026 $15(3) 05/31/2019 J(3)(4) 100,000,000(3)(4) 09/21/2016(3)(4) 09/21/2026(3)(4) Common Stock 10,000,000(3)(4) (3)(4) 0 I See footnote(1)(2)
1. Name and Address of Reporting Person*
BAUPOST GROUP LLC/MA

(Last) (First) (Middle)
10 ST. JAMES AVENUE
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Baupost Group GP, L.L.C.

(Last) (First) (Middle)
10 ST. JAMES AVENUE
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
KLARMAN SETH A

(Last) (First) (Middle)
10 ST. JAMES AVE.
SUITE 1700

(Street)
BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This 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.
2. (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.
3. Such aggregate principal amount of the 0% Senior Secured Convertible Notes due 2020 ("Notes") were converted into post-petition secured obligations under a debtor-in-possession credit facility entered into on March 12, 2018 and approved by the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") on April 13, 2018. At such time 7,802,197 shares of Common Stock were underlying the remaining outstanding aggregate principal amount of the Notes. On May 31, 2019, the Issuer's Modified Amended Plan of Liquidation (the "Plan of Liquidation"), which was confirmed by the Bankruptcy Court on May 17, 2019, became effective. As provided by the Plan of Liquidation, the Reporting Persons surrendered the Notes in exchange for a pro rata distribution of the Issuer's distributable cash, cash proceeds from tax refunds and unused amounts of wind down reserves, each as defined in the Plan of Liquidation.
4. (Continued from footnote 3)The Plan of Liquidation also provided that all outstanding equity interests would be cancelled for no consideration on the effective date.
Seth A. Klarman 06/04/2019
Seth A. Klarman 06/04/2019
Seth A. Klarman 06/04/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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