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3
SCALE VENTURE PARTNERS II, LP filed this Form 3 on 04/25/2007
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Scale Venture Partners II, LP

(Last) (First) (Middle)
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2007
3. Issuer Name and Ticker or Trading Symbol
Orexigen Therapeutics, Inc. [ OREX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock(1) (2) (3) Common Stock 2,118,644(4) (5) D(6)
Series C Preferred Stock(1) (2) (3) Common Stock 678,780(4) (5) D(6)
1. Name and Address of Reporting Person*
Scale Venture Partners II, LP

(Last) (First) (Middle)
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Scale Venture Management II, LLC

(Last) (First) (Middle)
950 TOWER LANE, SUITE 700

(Street)
FOSTER CITY CA 94404

(City) (State) (Zip)
Explanation of Responses:
1. These securities will automatically convert into Common Stock upon the closing of Orexigen Therapeutics, Inc.'s initial public offering.
2. Immediately convertible.
3. Not applicable.
4. Reflects a 1-for-2 reverse stock split, pursuant to which each share of Preferred Stock became convertible into 1/2 of a share of Common Stock.
5. 2-for-1.
6. The voting and disposition of these shares held by Scale Venture Partners II, LP ("Scale") is determined by Scale Venture Management II, LLC, the ultimate general partner of Scale. Such decisions by Scale Venture Management II, LLC are, in turn, determined by a majority-in-interest of its six managing members.
/s/ Louis C. Bock, Managing Member of Scale Venture Management II, LLC, the general partner of Scale Venture Partners II, LP 04/25/2007
/s/ Louis C. Bock, Managing Member of Scale Venture Management II, LLC 04/25/2007
** 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 5 (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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