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Form 4 Orexigen Therapeutics, For: Feb 02 Filed by: Moglia Stephen A.

February 4, 2016 12:10 PM EST
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 *
Moglia Stephen A.

(Last) (First) (Middle)
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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2016
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
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
Stock Option (right to buy) $ 1.78 02/02/2016   A   65,000     (1) 02/01/2026 Common Stock 65,000 (2) 65,000 D  
Performance Stock Units (3) 02/02/2016   A   90,000     (3) 02/01/2021 Common Stock 90,000 $ 0 90,000 D  
Explanation of Responses:
1. 1/48th of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the same day of each month following 2/2/2016, so that all of the shares of the stock subject to the option shall be vested on 2/2/2020, subject to the Reporting Person's continued service relationship (whether as an employee, director or consultant) with the Issuer or any parent or subsidiary on each such date.
2. Not Applicable
3. Grant of performance-vesting stock units ("PSUs") under Issuer's 2007 Equity Incentive Award Plan. The PSUs are subject to vesting in 20% installments over five years from the date of grant but will only be earned during such five year period if pre-determined share price hurdles relating to the 20-trading day average of the closing price of Issuer's common stock are attained.
/s/ Thomas P. Lynch, Attorney-in-Fact for Stephen A. Moglia 02/03/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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