UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Orexigen Therapeutics, Inc. |
| (Name of Issuer) |
| Common stock, par value $0.001 per share |
| (Title of Class of Securities) |
686164104 |
| (CUSIP Number) |
| December 31, 2014 |
| Date of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | 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 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).
Cusip No. 686164104 |
13G/A | Page 2 of 12 Pages |
|
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Fund Management, L.P. |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) x
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER
3,179,762 shares
| |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%1 |
|
12. |
TYPE OF REPORTING PERSON IA; PN |
| 1 | The percentages reported in this Schedule 13G/A are based upon 123,166,213 shares of common stock outstanding as of November 7, 2014 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 10, 2014). |
Cusip No. 686164104 |
13G/A | Page 3 of 12 Pages |
|
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Fund Management GP, LLC |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) x
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER
3,179,762 shares
| |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% |
|
12. |
TYPE OF REPORTING PERSON OO |
| Cusip No. 686164104 | 13G/A | Page 4 of 12 Pages |
|
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Investment Management, L.P. |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) x
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER
71,517 shares
| |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% |
|
12. |
TYPE OF REPORTING PERSON IA; PN |
| Cusip No. 686164104 | 13G/A | Page 5 of 12 Pages |
|
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Investment Management GP, LLC |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) x
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER
71,517 shares
| |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% |
|
12. |
TYPE OF REPORTING PERSON OO |
| Cusip No. 686164104 | 13G/A | Page 6 of 12 Pages |
|
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian D. Grossman |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) x
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER
3,251,279 shares
| |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% |
|
12. |
TYPE OF REPORTING PERSON IN |
| Cusip No. 686164104 | 13G/A | Page 7 of 12 Pages |
|
1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher M. James |
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) x
|
|
3. |
SEC USE ONLY
|
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
6. |
SHARED VOTING POWER
3,251,279 shares
| |
|
7. |
SOLE DISPOSITIVE POWER 0 | |
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above |
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above |
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6% |
|
12. |
TYPE OF REPORTING PERSON IN |
| Cusip No. 686164104 | 13G/A | Page 8 of 12 Pages |
| Item 1(a) | Name of Issuer |
Orexigen Therapeutics, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
3344 North Torrey Pines Court, Suite 200, La Jolla, CA 92037
| Item 2(a) | Name of Person Filing |
This Schedule 13G/A is being jointly filed by Partner Fund Management, L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”), Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman (“Grossman”) and Christopher M. James (“James” and, collectively with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting Persons”) with respect to shares of common stock of the above-named issuer owned by PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”), PFM Healthcare Principals Fund, L.P., a Delaware limited partnership (“HCP”), and PFM Healthcare Opportunities Master Fund, L.P., a Delaware limited partnership (“HCOPP” and, collectively with HCM and HCP, the “Funds”).
PFM is the investment advisor for HCM and HCOPP. PIM is the investment advisor for HCP. PFM-GP and PIM-GP are, respectively, the general partners of PFM and PIM. Grossman is the portfolio manager for the health care strategy for the Funds. James is the chief investment officer for PIM and PFM and member manager of PFM-GP and PIM-GP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
| Item 2(b) | Address of Principal Business Office |
The address of the principal business office of each of the Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111.
| Item 2(c) | Citizenship |
Each of PFM and PIM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PIM-GP is organized as a limited liability company under the laws of the State of Delaware. Each of Grossman and James is a U.S. citizen.
| Item 2(d) | Title of Class of Securities |
Common stock, $0.001 par value
| Item 2(e) | CUSIP Number |
686164104
| Cusip No. 686164104 | 13G/A | Page 9 of 12 Pages |
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
| Item 4 | Ownership |
| A. | Partner Fund Management, L.P. and Partner Fund Management GP, LLC |
| (a) | PFM and PFM-GP may be deemed to beneficially own 3,179,762 shares of Common Stock. |
| (b) | The number of shares PFM and PFM-GP may be deemed to beneficially own constitutes approximately 2.6% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 3,179,762 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 3,179,762 |
| Cusip No. 686164104 | 13G/A | Page 10 of 12 Pages |
| B. | Partner Investment Management, L.P. and Partner Investment Management GP, LLC |
| (a) | PIM and PIM-GP may be deemed to beneficially own 71,517 shares of Common Stock. |
| (b) | The number of shares PIM and PIM-GP may be deemed to beneficially own constitutes approximately 0.1% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 71,517 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 71,517 |
| C. | Brian D. Grossman |
| (a) | Grossman may be deemed to beneficially own 3,251,279 shares of Common Stock. |
| (b) | The number of shares Grossman may be deemed to beneficially own constitutes approximately 2.6% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 3,251,279 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 3,251,279 |
| D. | Christopher M. James |
| (a) | James may be deemed to beneficially own 3,251,279 shares of Common Stock. |
| (b) | The number of shares James may be deemed to beneficially own constitutes approximately 2.6% of the Common Stock outstanding. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 3,251,279 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 3,251,279 |
| Cusip No. 686164104 | 13G/A | Page 11 of 12 Pages |
| 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 5 percent of the class of securities, check the following x.
| 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 |
See Item 2 above
| 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 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.
| Cusip No. 686164104 | 13G/A | Page 12 of 12 Pages |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 17th day of February, 2015.
| PARTNER FUND MANAGEMENT, L.P. | PARTNER FUND MANAGEMENT GP, LLC | |||
| By: | Partner Fund Management GP, LLC | By: | /s/ Darin Sadow | |
| its general partner | Darin Sadow, Authorized Signatory | |||
| By: | /s/ Darin Sadow | |||
| Darin Sadow, Authorized Signatory | ||||
| PARTNER INVESTMENT MANAGEMENT, L.P. | PARTNER INVESTMENT MANAGEMENT GP, LLC | |||
| By: | Partner Investment Management GP, LLC, | By: | /s/ Darin Sadow | |
| its general partner | Darin Sadow, Authorized Signatory | |||
| By: | /s/ Darin Sadow | |||
| Darin Sadow, Authorized Signatory | ||||
| BRIAN D. GROSSMAN | CHRISTOPHER M. JAMES | |||
| By: | /s/ Darin Sadow | By: | /s/ Darin Sadow | |
| Darin Sadow, attorney-in-fact* | Darin Sadow, attorney-in-fact** | |||
| * | Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011. |
| ** | Darin Sadow is signing on behalf of Christopher M. James as attorney-in-fact pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011. |