CUSIP No. 686164302 Schedule 13G Page 2 of 5
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Telemetry Investments, L.L.C.
13-4081603
___________________________________________________________________________
2.Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
___________________________________________________________________________
3.SEC Use Only
___________________________________________________________________________
4.Citizenship or Place of Organization
Delaware
___________________________________________________________________________
Number of
5.Sole Voting Power
Shares Bene- 1,234,339 (1)
_________________________________________________________
ficially owned 6.Shared Voting Power
0
by Each _________________________________________________________
7.Sole Dispositive Power
1,234,339 (1)
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 0
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,234,339 (1)
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
7.6% (2)
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
IA
____________________________________________________________________________
(1) As of July 31, 2017, Telemetry Investments, L.L.C., as registered
investment adviser for the account of Telemetry Securities, L.L.C., reports
holding (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000
warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii)
$3,000,000 of the Issuer's 0% convertible senior secured notes due 2020
(the "Senior Convertible Notes") convertible into 400,000 shares of Common
Stock based on a ratio of 133.333 shares of Common Stock for each $1,000
principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the
Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes")
convertible into 293,400 shares of Common Stock based on a ratio of 66.667
shares of Common Stock for each $1,000 principal amount of Convertible
Notes.
(2) This percentage is calculated based upon 15,227,802 shares outstanding
of the Issuer, as set forth in the Issuer's Form 10Q, filed with the
Securities and Exchange Commission on May 12, 2017, and includes an
additional 1,093,400 shares issuable to Telemetry Securities, L.L.C.
upon the exercise of the Warrants and the conversion of the Senior
Convertible Notes and the Convertible Notes.
CUSIP No. 686164302 Schedule 13G Page 3 of 5
___________________________________________________________________________
1.Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Telemetry Securities, L.L.C.
13-4081600
___________________________________________________________________________
2.Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
___________________________________________________________________________
3.SEC Use Only
___________________________________________________________________________
4.Citizenship or Place of Organization
Delaware
___________________________________________________________________________
Number of
5.Sole Voting Power
Shares Bene- 0 (1)
_________________________________________________________
ficially owned 6.Shared Voting Power
0
by Each _________________________________________________________
7.Sole Dispositive Power
0 (1)
Reporting _________________________________________________________
8.Shared Dispositive Power
Person With: 0
___________________________________________________________________________
9.Aggregate Amount Beneficially Owned by Each Reporting Person
1,234,339 (1)
____________________________________________________________________________
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
____________________________________________________________________________
11.Percent of Class Represented by Amount in Row 9
7.6% (2)
____________________________________________________________________________
12.Type of Reporting Person (See Instructions)
BD
____________________________________________________________________________
(1) As of July 31, 2017, Telemetry Investments, L.L.C., as registered
investment adviser for the account of Telemetry Securities, L.L.C., reports
holding (i) 140,939 shares of the Issuer's Common Stock, (ii) 400,000
warrants to acquire 400,000 shares of Common Stock (the "Warrants"), (iii)
$3,000,000 of the Issuer's 0% convertible senior secured notes due 2020
(the "Senior Convertible Notes") convertible into 400,000 shares of Common
Stock based on a ratio of 133.333 shares of Common Stock for each $1,000
principal amount of Senior Convertible Notes, and (iv) $4,401,000 of the
Issuer's 2.75% convertible senior notes due 2020 (the "Convertible Notes")
convertible into 293,400 shares of Common Stock based on a ratio of 66.667
shares of Common Stock for each $1,000 principal amount of Convertible
Notes.
(2) This percentage is calculated based upon 15,227,802 shares outstanding
of the Issuer, as set forth in the Issuer's Form 10Q, filed with the
Securities and Exchange Commission on May 12, 2017, and includes an
additional 1,093,400 shares issuable to Telemetry Securities, L.L.C.
upon the exercise of the Warrants and the conversion of the Senior
Convertible Notes and the Convertible Notes.
Item 1.
(a)Name of Issuer:
Orexigen Therapeutics, Inc.
(b)Address of Issuer's Principal Executive Offices
3344 N. Torrey Pines Ct., Suite 200
La Jolla, CA 92037
Item 2.
(a)Name of Person Filing
Telemetry Investments, L.L.C. and Telemetry Securities, L.L.C.
(b)Address of Principal Business Office or, if none, Residence
545 Fifth Avenue, Suite 1108
New York, NY 10017
(c)Citizenship
Delaware
(d)Title of Class of Securities
Common Stock
(e)CUSIP Number
686164302
Item 3. If this statement is filed pursuant to ss240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a) |X| Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).(1)
(b) | | Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c).
(c) | | Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) | | Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) |X| An investment adviser in accordance with
s240.13d-1(b)(1)(ii)(E);
(f) | | An employee benefit plan or endowment fund in accordance
with s240.13d-1(b)(1)(ii)(F);
(g) | | A parent holding company or control person in accordance
with s240.13d-1(b)(ii)(G);
(h) | | A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) | | A church plan that is excluded from the definition of an
investment company under section 3c(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) | | Group, in accordance with s240.13d-1(b)(1)(ii)(J).
(1) Telemetry Securities, L.L.C has recently filed a form BDW.
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
1,234,339 shares of common stock of the Issuer, upon (i) the exercise of
all 400,000 Warrants, (ii) the conversion of all $3,000,000 of the Issuer's
Senior Convertible Notes, and (iii) the conversion of all $4,401,000 of
the Issuer's Convertible Notes, held by Reporting Persons.
(b) Percent of Class:
7.6% of the common stock of the Issuer, based upon the amount outstanding
as reported in Issuer's most recent current report on Form 10Q, and that
number of shares of stock that would be issued to effect the exercise
and conversion of the Warrants, Senior Convertible Notes, and Convertible
Notes held by Reporting Persons.
(c) Number of shares as to which such person has:
Telemetry Investments, L.L.C. has
(i) Sole power to vote or to direct the vote:
1,234,339
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,234,339
(iv) Shared power to dispose or to direct the disposition of:
0
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see s240.13d(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The beneficial owner of the Common Stock, the Warrants, the Senior
Convertible Notes, and the Convertible Notes, and the underlying shares
upon exercise and conversion is Telemetry Securities, L.L.C.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held in the
ordinary course of business and were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
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.
August 3, 2017
______________________________
(Date)
/s/ Andrew Schorr
______________________________
(Signature)
Andrew Schorr
Chief Executive Officer
______________________________
(Name/Title)
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