0000728083-13-000013.txt : 20130219 0000728083-13-000013.hdr.sgml : 20130219 20130215112507 ACCESSION NUMBER: 0000728083-13-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orexigen Therapeutics, Inc. CENTRAL INDEX KEY: 0001382911 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651178822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83422 FILM NUMBER: 13618057 BUSINESS ADDRESS: STREET 1: 3344 N. TORREY PINES CT. STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-8600 MAIL ADDRESS: STREET 1: 3344 N. TORREY PINES CT. STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST MANHATTAN CO CENTRAL INDEX KEY: 0000728083 IRS NUMBER: 131957714 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127563300 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 orexigen2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* OREXIGEN THERAPEUTICS INC. ----------------------------------------- (Name of Issuer) COMMON ----------------------------------------- (Title of Class of Securities) 6861645104 ---------------- (CUSIP Number) ----------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (8-07) CUSIP No. 6861645104 13G Page 2 of.5 Pages 1. Names of Reporting Persons. FIRST MANHATTAN CO. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ] 3. SEC Use Only 4. Citizenship or Place of Organization NEW YORK 5. Sole Voting Power 7,487,475 6. Shared Voting Power 0 7. Sole Dispositive Power 7,487,475 8. Shared Dispositive Power 1,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,488,975 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row (9) 9.16% 12. Type of Reporting Person (See Instructions) BD, IA, PN CUSIP No. 6861645104 13G Page 3 of 5 Pages Item 1(a). Name of Issuer: ORIXIGEN THERAPEUTICS INC. Item 1(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: FIRST MANHATTAN CO. Item 2(b). Address of Principal Business Office, or if None, Residence: 437 MADISON AVENUE NEW YORK, NY 10022 Item 2(c). Citizenship U.S.A. Item 2(d). Title of Class of Securities COMMON Item 2(e). CUSIP Number: 6861645104 Item 3. 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: (a) [_] Broker or dealer registered under 15 of the Act (15 U.S.C. 78o). (b) [_] Bank as defined in section 3(a)(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 (15U.S.C 80a-8). (e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [_] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 .S.C1813); (i) [_] 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); (j) [_] Group, in accordance with 240.13d-1(b)(1)(ii)(J). CUSIP No. 686164104 13G Page 4 of 5 Pages 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 7,488,975 (b) Percent of class: 5.09% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 7,487,475 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 7,487,475 (iv) Shared power to dispose or to direct the disposition of 1,500 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. NOT APPLICABLE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. NOT APPLICABLE Item 8. Identification and Classification of Members of the Group. NOT APPLICABLE Item 9. Notice of Dissolution of Group. CUSIP No. 6861645104 13G Page 5 of 5 Pages Item 10. Certifications. ------------------------- (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): 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. *(b) The following certification shall be included if the statement is filed pursuant to 240.13d-1(c): 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. 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. February 14, 2013 ------------------- (Date) s/s/ Neal K. Stearns ----------------------- (Signature) Neal K. Stearns Senior Managing Director -------------------------- (Name/Title) Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).