13D Filing: Sarissa Capital Management and Novelion Therapeutics Inc. (NVLN)

SCHEDULE 13D

This statement constitutes Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) relating to the Common Stock, without par value (the “Shares”), issued by Novelion Therapeutics Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 5, 2016 (the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 4.   Purpose of Transaction.

Item 4 of the Initial Schedule 13D is hereby amended by adding the following:

On June 29, 2017, the Reporting Persons directed the Issuer to appoint Mark DiPaolo to the Issuer’s Board of Directors subject to the Reporting Persons’ designation rights under Section 5.12 of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 14, 2016, by and among the Issuer, Aegerion Pharmaceuticals, Inc., a Delaware corporation, and the other parties named therein.  Mark DiPaolo is a partner and the General Counsel of Sarissa Capital Management LP, a registered investment advisor, since 2013. Sarissa Capital focuses on improving the strategies of companies to enhance shareholder value.  From 2005 to 2013, Mr. DiPaolo served as a senior member of Icahn Capital’s management team, working on all aspects of Carl Icahn’s activist strategy.

Item 5.   Interest in Securities of the Issuer.

Items 5 (a) and (b) of the Initial Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,025,000 Shares representing approximately 5.5% of the Issuer’s outstanding Shares (based upon the 18,603,188 Shares stated to be outstanding as of May 5, 2017 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2017).

(b) For purposes of this Schedule 13D:

Sarissa Domestic has sole voting power and sole dispositive power with regard to 566,234 Shares.  Sarissa Offshore has sole voting power and sole dispositive power with regard to 458,766 Shares.  Sarissa Capital, as the investment advisor to the Sarissa Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,025,000 Shares held by the Sarissa Funds.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner and as controlling the ultimate general partner of each of the Sarissa Funds, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,025,000 Shares held by the Sarissa Funds.