Amended Statement of Beneficial Ownership (sc 13d/a)
July 12 2016 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
1
)*
Orexigen Therapeutics, Inc.
(Name of
Issuer)
Common Stock
(Title of
Class of Securities)
686164302
(CUSIP
Number)
Seth A. Klarman,
The Baupost Group, L.L.C.
10 St. James Avenue, Suite 1700
Boston,
Massachusetts
02116
Phone : (617) 210-8300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 08, 2016
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The Baupost Group, L.L.C.
04-3402144
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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o
|
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(b)
|
x
|
|
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
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AF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
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Commonwealth of Massachusetts
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE
VOTING POWER
|
|
|
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0
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8
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SHARED
VOTING POWER
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7,397,965
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9
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SOLE
DISPOSITIVE POWER
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0
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10
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SHARED
DISPOSITIVE POWER
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7,397,965
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,397,965
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12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE
OF REPORTING PERSON
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1
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NAMES
OF REPORTING PERSONS
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
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SAK Corporation
04-3334541
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
|
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3
|
SEC
USE ONLY
|
|
|
|
|
|
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|
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4
|
SOURCE
OF FUNDS
|
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AF
|
|
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
|
|
o
|
|
|
|
|
|
|
|
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
Commonwealth of Massachusetts
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
|
7,397,965
|
|
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
7,397,965
|
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,397,965
|
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
o
|
|
|
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Seth A. Klarman
|
|
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS
|
|
|
|
AF
|
|
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
|
|
o
|
|
|
|
|
|
|
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
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The United States of America
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED
VOTING POWER
|
|
|
|
7,397,965
|
|
|
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
|
7,397,965
|
|
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,397,965
|
|
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
o
|
|
|
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
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14
|
TYPE
OF REPORTING PERSON
|
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Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by the Reporting Persons with respect to the Common Stock of the Issuer on March 24, 2016 (the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined. Except as specifically provided herein, this amendment (“Amendment No. 1”) does not modify any of the information previously reported in the Schedule 13D.
No changes to Item 1 of the Schedule 13D are made by Amendment No. 1.
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(a)
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No changes to Item 2 of the Schedule 13D are made by Amendment No. 1.
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Item 3.
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Source
and Amount of Funds or Other Consideration
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No changes to Item 3 of the Schedule 13D are made by Amendment No. 1.
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The information contained in Item 4 of the Schedule 13D is hereby amended by adding the following paragraph immediately following the first paragraph:
On July 8, 2016, the Issuer announced that at the Issuer’s Annual Meeting of Stockholders held on July 8, 2016 its stockholders approved the issuance of Common Stock upon the conversion of the Notes and Warrants to purchase Common Stock. As a result of the shareholder approval, the Notes and Warrants became convertible and exercisable into shares of the Issuer’s Common Stock. However, due to the 37.5% cap on Baupost's beneficial ownership, not all of the Notes and Warrants purchased by Baupost on behalf of certain private investment limited partnerships can be converted or exercised into Common Stock. At this time, Baupost may convert or exercise a combination of Notes and Warrants up to a maximum of 4,671,126 shares of Common Stock.
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Item 5.
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Interest
in Securities of the Issuer
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(a)
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The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.
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(b)
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The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated by reference herein.
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(c)
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The information set forth in response to Item 3 is incorporated by reference herein.
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Transaction Date
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Shares or Units Purchased (Sold)
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Price Per Share or Unit
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(d)
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No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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No changes to Item 6 of the Schedule 13D are made by Amendment No. 1.
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Item 7.
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Material
to Be Filed as Exhibits
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No changes to Item 7 of the Schedule 13D are made by Amendment No. 1.
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Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true,
complete and correct.
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The Baupost Group, L.L.C.
|
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July 12, 2016
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By:
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/s/
Seth A. Klarman
|
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Chief Executive Officer and President
|
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SAK Corporation
|
|
|
|
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July 12, 2016
|
By:
|
/s/
Seth A. Klarman
|
|
|
|
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President
|
|
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Seth A. Klarman
|
|
|
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July 12, 2016
|
By:
|
/s/
Seth A. Klarman
|
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)