Filing Details
- Accession Number:
- 0000899140-21-000515
- Form Type:
- 13D Filing
- Publication Date:
- 2021-05-26 20:00:00
- Filed By:
- Sarissa Capital Management
- Company:
- Alkermes Plc. (NASDAQ:ALKS)
- Filing Date:
- 2021-05-27
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sarissa Capital Management | 0 | 11,245,000 | 0 | 11,245,000 | 11,245,000 | 7.01% |
| Alexander J. Denner, Ph.D | 0 | 11,245,000 | 0 | 11,245,000 | 11,245,000 | 7.01% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
| Alkermes Public Limited Company |
| (Name of Issuer) |
| Ordinary shares, $0.01 par value |
| (Title of Class of Securities) |
| G01767105 |
| (CUSIP Number) |
| Mark DiPaolo Senior Partner, General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 25, 2021 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G01767105 | Page 2 of 5 Pages |
SCHEDULE 13D
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sarissa Capital Management LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 11,245,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 11,245,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,245,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G01767105 | Page 3 of 5 Pages |
SCHEDULE 13D
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner, Ph.D. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 11,245,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 11,245,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,245,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.01% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. G01767105 | Page 4 of 5 Pages |
SCHEDULE 13D
Item 1. Security and Issuer.
This statement constitutes Amendment No.1 to Schedule 13D (“Amendment No.1”) relates to shares of ordinary shares, par value $0.01 per share (“Common Stock”
and, such shares, the “Shares”), issued by Alkermes Public Limited Company, a company incorporated under the laws of Ireland (the “Issuer”), and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) on May 10, 2021 (the “Initial Schedule 13D”) on behalf of the Reporting Persons to furnish the additional information set forth herein. The address of the principal executive offices of the Issuer is Connaught House, 1 Burlington Road, Dublin
4, Ireland D04 C5Y6. All capitalized items contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 3. Source or Amount
of Funds or Other Consideration. Item 3 of the Initial Schedule 13D is hereby amended to include the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 11,245,000 Shares. The aggregate purchase price of the Shares purchased
by the Reporting Persons reported in this Amendment No.1 are approximately $39,190,648. The source of funding for these purchases was the general working capital of the respective purchasers.
Item 5. Interest in
Securities of the Issuer. Item 5 (a), (b) and (c) of the Initial Schedule 13D are hereby amended and restated as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 11,245,000 Shares representing approximately 7.01% of the outstanding Shares,
based upon the 160,451,949 Shares outstanding as of April 23, 2021, as set forth in the Form 10-K/A of the Issuer filed with the U.S. Securities and Exchange Commission on April 29, 2021.
(b) For purposes of this Schedule 13D:
All of the Shares for which Sarissa Capital and Dr. Denner may be deemed to be have a beneficial ownership are held directly by either Sarissa Capital or the
Sarissa Funds for which Sarissa Capital serves as the investment advisor. 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 11,245,000 Shares held directly by the Sarissa Funds. By virtue of his position as the Chief Investment Officer of Sarissa Capital and by virtue of his control of the ultimate general partner of Sarissa Capital, 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 11,245,000 held directly by the Sarissa Funds.
(c)
On May 24, 2021, the Sarissa Funds acquired 1,000,000 Shares at $22.31 per Share, in open market transactions, for an aggregate purchase price of $22,336,100.
On May 25, 2021, the Sarissa Funds acquired 179,000 and 596,000 Shares at $21.61 and $21.75 per Share respectively, in open market transactions, for an
aggregate purchase price of $16,854,547.40.
| CUSIP No. G01767105 | Page 5 of 5 Pages |
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 27, 2021
SARISSA CAPITAL MANAGEMENT LP
By: /s/ Mark DiPaolo _______________________
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
/s/Alexander J. Denner________________________
Alexander J. Denner
Alexander J. Denner