0001144204-15-046001.txt : 20150804 0001144204-15-046001.hdr.sgml : 20150804 20150804121540 ACCESSION NUMBER: 0001144204-15-046001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 GROUP MEMBERS: FORESITE CAPITAL FUND I, L.P. GROUP MEMBERS: FORESITE CAPITAL FUND II, L.P. GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT I, LLC GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT II, LLC GROUP MEMBERS: FORESITE CAPITAL MANAGEMENT III, LLC GROUP MEMBERS: JAMES TANANBAUM 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-83422 FILM NUMBER: 151024650 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: Foresite Capital Fund III, L.P. CENTRAL INDEX KEY: 0001645158 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G 1 v417074_sc13g.htm SCHEDULE 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___________)*

 

 

Orexigen Therapeutics, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
686164104
(CUSIP Number)
 
July 23, 2015
(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)

 

xRule 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).

 

(Continued on following pages)

  

Page 1 of 15

 

Exhibit Index on Page 13

  

 
CUSIP # 686164104Page 2 of 15

  

1 NAME OF REPORTING PERSONS         Foresite Capital Fund I, L.P. ("FCF I")
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

1,229,287 shares, except that Foresite Capital Management I, LLC ("FCM I"), the general partner of FCF I, may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM I, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,229,287 shares, except that FCM I, the general partner of FCF I, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM I, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,229,287

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.98%

12

TYPE OF REPORTING PERSON

PN

       

 

 
CUSIP # 686164104Page 3 of 15

  

1 NAME OF REPORTING PERSONS         Foresite Capital Management I, LLC ("FCM I")
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

1,229,287 shares, all of which are directly owned by Foresite Capital Fund I, L.P. ("FCF I"). FCM I, the general partner of FCF I, may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM I, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,229,287 shares, all of which are directly owned by FCF I. FCM I, the general partner of FCF I, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM I, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,229,287

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.98%

12

TYPE OF REPORTING PERSON

OO

       

 

 
CUSIP # 686164104Page 4 of 15

  

1 NAME OF REPORTING PERSONS         Foresite Capital Fund II, L.P. ("FCF II")
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

4,310,047 shares (of which 85,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), except that Foresite Capital Management II, LLC ("FCM II"), the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM II, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

4,310,047 shares (of which 85,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), except that FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,310,047

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.44%

12

TYPE OF REPORTING PERSON

PN

       

 

 
CUSIP # 686164104Page 5 of 15

 

1 NAME OF REPORTING PERSONS        Foresite Capital Management II, LLC ("FCM II")
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

4,310,047 shares (of which 85,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), all of which are directly owned by Foresite Capital Fund II, L.P. ("FCF II"). FCM II, the general partner of FCF II, may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM II, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

4,310,047 shares (of which 85,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), all of which are directly owned by FCF II. FCM II, the general partner of FCF II, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM II, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,310,047

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.44%

12

TYPE OF REPORTING PERSON

OO

       

 

 

 
CUSIP # 686164104Page 6 of 15

 

1 NAME OF REPORTING PERSONS        Foresite Capital Fund III, L.P. ("FCF III")
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

1,613,700 shares (of which 1,200,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), except that Foresite Capital Management III, LLC ("FCM III"), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM III, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,613,700 shares (of which 1,200,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), except that FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,613,700

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.29%

12

TYPE OF REPORTING PERSON

PN

       

 

 
CUSIP # 686164104Page 7 of 15

 

1 NAME OF REPORTING PERSONS        Foresite Capital Management III, LLC ("FCM III")
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

1,613,700 shares (of which 1,200,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), all of which are directly owned by Foresite Capital Fund III, L.P. ("FCF III"). FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum ("Tananbaum"), the managing member of FCM III, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,613,700 shares (of which 1,200,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,613,700

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.29%

12

TYPE OF REPORTING PERSON

OO

       

 

 
CUSIP # 686164104Page 8 of 15

 

1 NAME OF REPORTING PERSONS        James Tananbaum ("Tananbaum")
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH
REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

7,153,034 shares (of which 1,285,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), of which 1,229,287 shares are directly owned by Foresite Capital Fund I, L.P. ("FCF I"), 4,310,047 shares (of which 85,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015) are directly owned by Foresite Capital Fund II, L.P. ("FCF II"), and 1,613,700 shares (of which 1,200,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015) are directly owned by Foresite Capital Fund III, L.P. ("FCF III"). Tananbaum is the managing member of each of Foresite Capital Management I, LLC ("FCM I"), which is the general partner of FCF I, Foresite Capital Management II, LLC ("FCM II"), which is the general partner of FCF II, and Foresite Capital Management III, LLC ("FCM III"), which is the general partner of FCF III. Tananbaum may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

7,153,034 shares (of which 1,285,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015), of which 1,229,287 shares are directly owned by FCF I, 4,310,047 shares (of which 85,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015) are directly owned by FCF II, and 1,613,700 shares (of which 1,200,000 shares may be acquired pursuant to options exercisable within 60 days of August 4, 2015) are directly owned by FCF III. Tananbaum is the managing member of each of FCM I, which is the general partner of FCF I, FCM II, which is the general partner of FCF II, and FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,153,034

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.71%

12

TYPE OF REPORTING PERSON

IN

       

 

 

 
CUSIP # 686164104Page 9 of 15

 

ITEM 1(A). NAME OF ISSUER
   
  Orexigen Therapeutics, Inc. (the "Issuer")
   
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 PERSONS FILING
   
  This Schedule is filed by Foresite Capital Fund I, L.P., a Delaware limited partnership, Foresite Capital Management I, LLC, a Delaware limited liability company, Foresite Capital Fund II, L.P., a Delaware limited partnership, Foresite Capital Management II, LLC, a Delaware limited liability company, Foresite Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company and James Tananbaum. The foregoing entities and individuals are collectively referred to as the "Reporting Persons."
   
ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE
   
  The address for each of the Reporting Persons is:
   
  c/o Foresite Capital Management
  101 California Street, Suite 4100
  San Francisco, CA 94111
   
ITEM 2(C). CITIZENSHIP
   
  See Row 4 of cover page for each Reporting Person.
   
ITEM 2(D). TITLE OF CLASS OF SECURITIES
   
  Common Stock
   
ITEM 2(D) CUSIP NUMBER
   
  686164104
   
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable.
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the common stock of the Issuer by the persons filing this Statement is provided as of August 4, 2015:

               

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

 
CUSIP # 686164104Page 10 of 15

  

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Under certain circumstances set forth in the limited partnership agreements of FCF I, FCF II and FCF III and the limited liability company agreements of FCM I, FCM II and FCM III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.
   
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 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.

 

 

 
CUSIP # 686164104Page 11 of 15

  

SIGNATURES

 

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: August 4, 2015

 

 

  FORESITE CAPITAL FUND I, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT I, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITA L MANAGEMENT I, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     

 

  FORESITE CAPITAL FUND II, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT II, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT II, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     

 

 

 
CUSIP # 686164104Page 12 of 15

 

 

  FORESITE CAPITAL FUND III, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT III, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT III, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     

 

  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum

 

 

 
CUSIP # 686164104Page 13 of 15

  

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   14

 

 
CUSIP # 686164104Page 14 of 15

  

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: August 4, 2015

  

 

  FORESITE CAPITAL FUND I, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT I, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITA L MANAGEMENT I, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     

 

  FORESITE CAPITAL FUND II, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT II, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT II, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     

 

 

 
CUSIP # 686164104Page 15 of 15

 

 

  FORESITE CAPITAL FUND III, L.P.
     
  By: FORESITE CAPITAL MANAGEMENT III, LLC
  Its: General Partner
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     
     
  FORESITE CAPITAL MANAGEMENT III, LLC
     
  By: /s/ James Tananbaum
  Name: James Tananbaum
  Title: Managing Member
     

 

  JAMES TANANBAUM
     
  By: /s/ James Tananbaum
  Name: James Tananbaum