CUSIP No.
686164302
1.
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Names of Reporting Persons.
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Kevin Russell
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States of America
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
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5.
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Sole Voting Power 0
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6.
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Shared Voting Power 2,079,808
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 2,079,808
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,079,808 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9) 9.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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CUSIP No.
686164302
1.
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Names of Reporting Persons.
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Andrew Martin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United States of America
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
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5.
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Sole Voting Power 0
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6.
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Shared Voting Power 2,079,808
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 2,079,808
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,079,808 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9) 9.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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CUSIP No.
686164302
1.
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Names of Reporting Persons.
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UBS O’Connor LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b)
☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
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5.
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Sole Voting Power 0
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6.
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Shared Voting Power 2,079,808
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7.
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Sole Dispositive Power 0
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8.
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Shared Dispositive Power 2,079,808
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 2,079,808 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9) 9.99% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO; IA
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Item
1.
(a)
Name of Issuer
Orexigen
Therapeutics, Inc. (the “
Issuer
”)
(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
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Kevin Russell, an individual who is a citizen of the United States of America (“
Mr.
Russell
”), (ii) Andrew Martin, an individual who is a citizen of the United States of America (“
Mr. Martin
”)
and (iii) UBS O’Connor LLC, a Delaware limited liability company (“
O’Connor
” and together with
Mr. Russell and Mr. Martin, collectively the “
Reporting Persons
”).
O’Connor
serves as the investment manager to each of (1) Nineteen77 Global Multi-Strategy Alpha (Levered) Master Limited (“
GLEA
XL
”) and (2) Nineteen77 Global Multi-Strategy Alpha Master Limited (“
GLEA
”, and together with GLEA
XL, collectively, the “
O’Connor Funds
”). In such capacity, O’Connor exercises voting and investment
power over the shares of Common Stock held for the account of each of GLEA XL and GLEA. O’Connor is a registered investment
adviser under Section 203 of the Investment Advisers Act of 1940, as amended. Mr. Russell is the Chief Investment Officer of O’Connor
and Mr. Martin is a Portfolio Manager for O’Connor, and each also exercises voting and investment power over the shares
of Common Stock held for the account of the O’Connor Funds. As a result, each of O’Connor, Mr. Russell and Mr.
Martin may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as
amended) of the shares of Common Stock held for the account of the O’Connor Funds.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of each of the Reporting Persons is One North Wacker Drive, 32
nd
Floor, Chicago, Illinois
60606.
(d)
Title of Class of Securities
Common
stock, $0.001 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
686164302
Item
3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j) ☐
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k) ☐
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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(a)
and (b):
(i)
As of the close of business on December 31, 2016, each of the Reporting Persons may have been deemed to have beneficial
ownership of 1,618,951 shares of Common Stock issuable upon exercise of a warrant held by GLEA (the “
GLEA
Warrant
”), and all such shares of Common Stock represented beneficial ownership of approximately 9.99% of the
Common Stock, based on (1) 14,586,771 shares of Common Stock outstanding as of November 1, 2016, as reported in
the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed with the Securities
and Exchange Commission (the “
SEC
”) on November 7, 2016, plus (2) 1,618,951 shares of Common Stock
issuable upon exercise of the GLEA Warrant. The foregoing excludes: (I) 1,531,049 shares of Common Stock issuable upon
exercise of the GLEA Warrant because the GLEA Warrant contains a blocker provision under which the holder thereof does not
have the right to exercise the GLEA Warrant to the extent that such exercise would result in beneficial ownership by the
holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such
holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), of more than 9.99% of the Common Stock, (II) 183,333 shares of Common Stock issuable upon exercise of a
warrant held by GLEA XL (the “
GLEA XL Warrant
”) because the GLEA XL Warrant contains a blocker provision
under which the holder thereof does not have the right to exercise the GLEA XL Warrant to the extent that such exercise would
result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common
Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of
the Common Stock, (III) 3,149,999 shares of Common Stock issuable upon conversion of a convertible note held by GLEA
(“
GLEA Note 1
”) because GLEA Note 1 is subject to a blocker provision under which the holder thereof does
not have the right to convert GLEA Note 1 to the extent that such conversion would result in beneficial ownership by
the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such
holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (IV) 154,606 shares
of Common Stock issuable upon conversion of a second convertible note held by GLEA (“
GLEA Note 2
”) because
GLEA Note 2 is subject to a blocker provision under which the holder thereof does not have the right to convert GLEA Note 2
to the extent that such conversion would result in beneficial ownership by the holder thereof, together with any persons
whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of
the Exchange Act, of more than 9.99% of the Common Stock, (V) 183,333 shares of Common Stock issuable upon conversion of a
convertible note held by GLEA XL (“
GLEA XL Note 1
”) because GLEA XL Note 1 is subject to a blocker
provision under which the holder thereof does not have the right to convert GLEA XL Note 1 to the extent that such conversion
would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the
Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than
9.99% of the Common Stock, and (VI) 28,576 shares of Common Stock issuable upon conversion of a second convertible note held
by GLEA XL (“
GLEA XL Note 2
”) because GLEA XL Note 2 is subject to a blocker provision under which the
holder thereof does not have the right to convert GLEA XL Note 2 to the extent that such conversion would result in
beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be
aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common
Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of
6,849,847 shares of Common Stock.
(ii)
As of the close of business on December 31, 2017, each of the Reporting Persons may have been deemed to have beneficial
ownership of 2,079,808 shares of Common Stock issuable upon exercise of the GLEA Warrant, and all such shares of Common Stock
represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 16,603,831 shares of Common Stock
outstanding as of November 10, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2017 filed with the SEC on November 14, 2017, plus (2) 2,135,268 shares of Common Stock issued at the
closing of the exchange transactions as disclosed by in the Issuer’s Current Report on Form 8-K filed with the SEC on
December 1, 2017, and (3) 2,079,808 shares of Common Stock issuable upon exercise of the GLEA Warrant. The foregoing
excludes: (I) 1,070,192 shares of Common Stock issuable upon exercise of the GLEA Warrant because the GLEA Warrant contains a
blocker provision under which the holder thereof does not have the right to exercise the GLEA Warrant to the extent that such
exercise would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of
the Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than
9.99% of the Common Stock, (II) 183,333 shares of Common Stock issuable upon exercise of the GLEA XL Warrant because the GLEA
XL Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the GLEA XL
Warrant to the extent that such exercise would result in beneficial ownership by the holder thereof, together with any
persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for purposes of Section
13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (III) 3,023,999 shares of Common Stock issuable upon
conversion of GLEA Note 1 because GLEA Note 1 is subject to a blocker provision under which the holder thereof does not have
the right to convert GLEA Note 1 to the extent that such conversion would result in beneficial ownership by the holder
thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated with such
holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (IV) 77,303 shares
of Common Stock issuable upon conversion of GLEA Note 2 because GLEA Note 2 is subject to a blocker provision under which the
holder thereof does not have the right to convert GLEA Note 2 to the extent that such conversion would result in
beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be
aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common
Stock, (V) 422,000 shares of Common Stock issuable upon conversion of a third convertible note held by GLEA (“
GLEA
Note 3
”) because GLEA Note 3 is subject to a blocker provision under which the holder thereof does not have the
right to convert GLEA Note 3 to the extent that such conversion would result in beneficial ownership by the holder thereof,
together with any persons whose beneficial ownership of the Common Stock would be aggregated with such holder’s for
purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (VI) 175,999 shares of Common Stock
issuable upon conversion of GLEA XL Note 1 because GLEA XL Note 1 is subject to a blocker provision under which the holder
thereof does not have the right to convert GLEA XL Note 1 to the extent that such conversion would result in beneficial
ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be aggregated
with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common Stock, (VII)
14,288 shares of Common Stock issuable upon conversion of GLEA XL Note 2 because GLEA XL Note 2 is subject to a blocker
provision under which the holder thereof does not have the right to convert GLEA XL Note 2 to the extent that such conversion
would result in beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the
Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than
9.99% of the Common Stock, and (VIII) 78,000 shares of Common Stock issuable upon conversion of a third convertible note held
by GLEA XL (“
GLEA XL Note 3
”) because GLEA XL Note 3 is subject to a blocker provision under which the
holder thereof does not have the right to convert GLEA XL Note 3 to the extent that such conversion would result in
beneficial ownership by the holder thereof, together with any persons whose beneficial ownership of the Common Stock would be
aggregated with such holder’s for purposes of Section 13(d) of the Exchange Act, of more than 9.99% of the Common
Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of
7,124,922 shares of Common Stock.
(c)
Number
of shares as to which each Reporting Person has:
(1)
Sole power to vote or to direct the vote: 0.
(2)
Shared power to vote or to direct the vote: 2,079,808.
(3)
Sole power to dispose or to direct the disposition of 0.
(4)
Shared power to dispose or to direct the disposition of 2,079,808.
Item
5.
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Ownership
of Five Percent or Less of a Class
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Not
applicable.
Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
The
information set forth in Item 2 is hereby incorporated herein by reference.
Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are 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, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Date:
February 13, 2018
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/s/ Kevin Russell
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Kevin Russell
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/s/ Andrew Martin
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Andrew Martin
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UBS O’Connor LLC
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By:
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/s/ Nicholas Vagra
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Name:
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Nicholas Vagra
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Title:
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Manager, Chief Operating Officer
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By:
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/s/ Andrew Hollenbeck
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Name:
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Andrew Hollenbeck
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Title:
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General Counsel
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Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
February 13, 2018
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/s/ Kevin Russell
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Kevin Russell
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/s/ Andrew Martin
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Andrew Martin
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UBS O’Connor LLC
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By:
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/s/ Nicholas Vagra
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Name:
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Nicholas Vagra
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Title:
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Manager, Chief Operating Officer
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By:
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/s/ Andrew Hollenbeck
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Name:
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Andrew Hollenbeck
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Title:
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General Counsel
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