SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TURNER DANIEL K III

(Last) (First) (Middle)
C/O OREXIGEN THERAPEUTICS, INC
3344 N. TORREY PINES COURT, SUITE 200

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/17/2009 S 100,000(1) D $9.28 1,398,712(2) I By Montreux Equity Partners II, SBIC, LP, Montreux Equity Partners III, SBIC, LP and related funds(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 50,000 of the 100,000 shares sold, were sold by Montreux Equity Partners II SBIC, L.P. 50,000 of the 100,000 shares sold, were sold by Montreux Equity Partners III SBIC, L.P.
2. Of the total 1,398,712 total shares beneficially owned following the reported transaction, 549,356 shares are held by Montreux Equity Partners II SBIC, L.P. and 849,356 shares are held by Montreux Equity Partners III SBIC, L.P.
3. The reported securities are owned directly by Montreux Equity Partners II SBIC, L.P., ("MEP II") and Montreux Equity Partners III SBIC, L.P, ("MEP III"). The voting and disposition of the shares held by MEP II and MEP III are determined by Montreux Equity Management II SBIC, LLC, ("MEM II") and Montreux Equity Management III SBIC, LLC, ("MEM III"), respectively. Mr. Turner is a managing member of MEM II and MEM III. Mr. Turner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
/s/ Daniel K. Turner III 09/18/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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