SEC FORM 4

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

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)
12/22/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/22/2011		P		28,602	A	$1.45⁽¹⁾	177,958	I	See Footnote⁽²⁾
Common Stock	12/22/2011		P		28,602	A	$1.45⁽¹⁾	377,958	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$0.001	12/22/2011		P		28,602		12/22/2011	12/22/2021	Common Stock	286,020	$14.49⁽¹⁾	28,602	I	See Footnote⁽²⁾
Warrant to Purchase Common Stock	$0.001	12/22/2011		P		28,602		12/22/2011	12/22/2021	Common Stock	286,020	$14.49⁽¹⁾	28,602	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Common Stock and Warrants were sold as units at a purchase price of $15.94 per unit, each unit consisting of one share of Common Stock and one Warrant to purchase ten shares of Common Stock.

2. The reported securities are owned directly by Montreux Equity Partners II SBIC, L.P. ("MEP II"). The voting and disposition of the shares held by MEP II are determined by Montreux Equity Management II SBIC, LLC ("MEM II"). Mr. Turner is a managing member of MEM II. Mr. Turner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

3. The reported securities are owned directly by Montreux Equity Partners III SBIC, L.P. ("MEP III"). The voting and disposition of the shares held by MEP III are determined by Montreux Equity Management III SBIC, LLC ("MEM III"). Mr. Turner is a managing member of MEM III. Mr. Turner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Daniel K. Turner III	02/06/2012
	** 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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