0000902664-17-004469.txt : 20171201 0000902664-17-004469.hdr.sgml : 20171201 20171201120344 ACCESSION NUMBER: 0000902664-17-004469 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171201 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: 171233260 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: Man Group plc CENTRAL INDEX KEY: 0001637460 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: RIVERBANK HOUSE, 2 SWAN LANE CITY: LONDON STATE: X0 ZIP: EC4R 3AD BUSINESS PHONE: 44 202 7144 1000 MAIL ADDRESS: STREET 1: RIVERBANK HOUSE, 2 SWAN LANE CITY: LONDON STATE: X0 ZIP: EC4R 3AD SC 13G 1 p17-2271sc13g.htm MAN GROUP PLC

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 

Orexigen Therapeutics, Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

686164302

(CUSIP Number)
 

November 27, 2017

(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*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).

 

CUSIP No. 68616430213GPage 2 of 10 Pages

 

1

NAME OF REPORTING PERSON

Man GLG Select Opportunities Master LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,600,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,600,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,600,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.54%

12

TYPE OF REPORTING PERSON

PN

         

 

CUSIP No. 68616430213GPage 3 of 10 Pages

 

1

NAME OF REPORTING PERSON

GLG LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

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

1,600,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,600,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,600,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.54%

12

TYPE OF REPORTING PERSON

OO

         

 

CUSIP No. 68616430213GPage 4 of 10 Pages

 


1

NAME OF REPORTING PERSON

Man Group plc

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,600,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,600,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,600,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.54%

12

TYPE OF REPORTING PERSON

OO, HC

         

 

 

CUSIP No. 68616430213GPage 5 of 10 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Orexigen Therapeutics, Inc., a Delaware corporation (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 3344 North Torrey Pines Court, Suite 200, La Jolla, California 92037.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by the entities and persons listed below, who are collectively referred to herein as the "Reporting Persons" with respect to the Common Stock (as defined in Item 2(d) below):
   
  Fund:
   
  (i) Man GLG Select Opportunities Master LP (the "GLG Fund"), with respect to the shares of Common Stock directly held by it.

 

  Investment Manager:
   
  (ii) GLG LLC (the "Investment Manager"), with respect to the shares of Common Stock held by the GLG Fund to which the Investment Manager serves as investment manager.

 

  Parent Company:
   
  (iii) Man Group plc (the "Parent Company"), which indirectly, through various intermediate entities, controls the Investment Manager, with respect to the shares of Common Stock held by the GLG Fund.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

Item 2(c). CITIZENSHIP:
   
  This statement is filed by:
   
  (i)

Man GLG Select Opportunities Master LP

c/o GLG LLC

HSBC Tower

452 Fifth Avenue

New York, NY 10018

Citizenship: Cayman Islands

   

 

 

CUSIP No. 68616430213GPage 6 of 10 Pages

 

  (ii)

GLG LLC

HSBC Tower

452 Fifth Avenue

New York, NY 10018

Citizenship: Delaware

 

  (iii)

Man Group Plc

Riverbank House

2 Swan Lane

London EC4R 3AD

United Kingdom

Citizenship: United Kingdom

 

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the shares of Common Stock reported herein.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.001 per share (the "Common Stock").

 

Items 2(e). CUSIP NUMBER:
   
  686164302

 

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 Act,
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
  (h) ¨ 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) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

CUSIP No. 68616430213GPage 7 of 10 Pages

 

  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

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
   
  The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row (11) of the cover page for each Reporting Person is based on an aggregate of 18,739,099 shares of Common Stock currently outstanding which is the sum of (i) 16,603,831 shares of Common Stock outstanding as of November 10, 2017, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the Securities and Exchange Commission on November 14, 2017 and (ii) 2,135,268 shares of Common Stock issued by the Company in the exchange transactions described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2017.
   
  The Investment Manager, which serves as the investment manager to the GLG Fund, may be deemed to be the beneficial owner of all of the shares of Common Stock owned by the GLG Fund.  The Parent Company, which indirectly, through various intermediate entities, controls the Investment Manager, may be deemed to be the beneficial owner of all the shares of Common Stock owned by the GLG Fund. The Parent Company hereby disclaims any beneficial ownership of any such shares of Common Stock.

 

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.
   
  Not applicable.

 

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.
   

 

CUSIP No. 68616430213GPage 8 of 10 Pages

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of its 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. 68616430213GPage 9 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: December 1, 2017

 

Man GLG Select Opportunities Master LP    
By: GLG LLC,    
  its Investment Manager    
     
By:  /s/ Eric Burl    
Name: Eric Burl    
Title: President    
     
GLG LLC    
     
By:  /s/ Eric Burl    
Name: Eric Burl    
Title: President    
     
MAN GROUP PLC    
     
By:  /s/ Michelle Robyn Grew    
Name: Michelle Robyn Grew    
Title: Chief Administrative Officer    
     

 

 

CUSIP No. 68616430213GPage 10 of 10 Pages

EXHIBIT I

 

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 shall 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.

 

DATED as of December 1, 2017

 

Man GLG Select Opportunities Master LP    
By: GLG LLC,    
  its Investment Manager    
     
By:  /s/ Eric Burl    
Name: Eric Burl    
Title: President    
     
GLG LLC    
     
By:  /s/ Eric Burl    
Name: Eric Burl    
Title: President    
     
MAN GROUP PLC    
     
By:  /s/ Michelle Robyn Grew    
Name: Michelle Robyn Grew    
Title: Chief Administrative Officer