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* Klassen Preston (Last) (First) (Middle) C/O OREXIGEN THERAPEUTICS, INC. 3344 N. TORREY PINES COURT, SUITE 200 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/27/2010	3. Issuer Name and Ticker or Trading Symbol Orexigen Therapeutics, Inc. [ OREX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Head Global Development	5. 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 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)
No securities are beneficially owned	0	D

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
Stock option (right to buy)	(1)	11/17/2019	Common Stock	200,000	$7.52	D
Stock option (right to buy)	(2)	01/21/2020	Common Stock	30,000	$6.74	D

Explanation of Responses:

1. 25% of the shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on 11/18/2010 and 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 thereafter, so that all of the shares of stock subject to the option shall be vested on 11/18/2013, subject to the reporting person's continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary of the Company on each such date.

2. 1/48th of the total number of shares of stock subject to the option (rounded down to the next whole number of shares) shall vest on the same day of each one-month period of the reporting persons service as an employee, director or consultant following 1/22/2010, so that all of the shares of the stock subject to the option shall be vested on 1/22/2014, subject to the reporting persons continued service relationship (whether as an employee, director or consultant) with the Company or any parent or subsidiary on each such date.

	/s/ Heather D. Turner, Attorney-in-fact	06/01/2010
	** 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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