Filing Details
- Accession Number:
- 0001140361-23-005127
- Form Type:
- 13D Filing
- Publication Date:
- 2023-02-07 19:00:00
- Filed By:
- Sarissa Capital Management
- Company:
- Amarin Corp Plc (NASDAQ:AMRN)
- Filing Date:
- 2023-02-08
- 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 | 25,210,000 | 0 | 25,210,000 | 25,210,000 | 6.22% |
| Alexander J. Denner, Ph.D | 0 | 25,210,000 | 0 | 25,210,000 | 25,210,000 | 6.22% |
| Louis Sterling III | 69,772 | 0 | 69,772 | 0 | 69,772 | Less than 1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| Amarin Corporation plc |
| (Name of Issuer) |
| Ordinary Shares, par value 50 pence per share |
| (Title of Class of Securities) |
| 023111206 |
| (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) |
| February 7, 2023 |
| (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. 023111206 | SCHEDULE 13D | Page 2 of 8 Pages |
| 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 25,210,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 25,210,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,210,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.22% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. 023111206 | SCHEDULE 13D | Page 3 of 8 Pages |
| 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 AF | |||
| 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 25,210,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 25,210,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,210,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.22% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 023111206 | SCHEDULE 13D | Page 4 of 8 Pages |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Louis Sterling III | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS PF | |||
| 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 69,772 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 69,772 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,772 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 023111206 | SCHEDULE 13D | Page 5 of 8 Pages |
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) relates to American Depositary Shares (“ADS(s)”), each ADS representing one ordinary share, par value 50 pence per share (the “Ordinary Shares”), issued by
Amarin Corporation plc, a company incorporated under the laws of England and Wales (the “Issuer”), and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2022 (the “Initial
Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed on June 3, 2022, Amendment No. 2 to Schedule 13D filed on June 16, 2022, Amendment No. 3 to Schedule 13D filed on October 11, 2022, Amendment No. 4 to Schedule 13D filed on January
11, 2023 and Amendment No. 5 to Schedule 13D filed on January 19, 2023 (the Initial Schedule 13D as so amended, the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in
the Schedule 13D.
This Amendment No. 6 is being filed to amend Item 4, Item 5(a) and (b), Item 6 and Item 7 as follows:
Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to include the following:
On February 7, 2023, Sarissa Capital issued the press release attached as Exhibit 9 hereto.
Item 5. Interest in Securities of the Issuer. Item 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:
| (a) | The Sarissa Reporting Persons may be deemed to beneficially own, in the aggregate, 25,210,000 Shares representing approximately 6.22% of the outstanding Shares (the “Sarissa Shares”). Mr. Sterling may be deemed to beneficially own, in the
aggregate, 69,772 Shares representing approximately 0.02% of the outstanding Shares (the “Sterling Shares”), including call options representing 5,500 Shares (as further described in Item 6). Percentages of the outstanding Shares are based
upon the 405,209,963 Shares outstanding as of October 21, 2022, including 384,708,057 ADSs, and 20,501,906 Ordinary Shares, as set forth in Schedule 14A of the Issuer filed with the SEC on January 31, 2023. |
| (b) | For purposes of this Schedule 13D: |
All of the Shares which the Sarissa Reporting Persons may be deemed to beneficially own are held directly by the Sarissa Funds. 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 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 Shares held directly
by the Sarissa Funds.
Mr. Sterling has sole power to vote and dispose the Sterling Shares.
The Sarissa Reporting Persons and Mr. Sterling may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and may be deemed to
beneficially own, in the aggregate, 25,279,772 Shares representing approximately 6.24% of the outstanding Shares. The Sarissa Reporting Persons disclaim beneficial ownership of the Sterling Shares. Mr. Sterling disclaims beneficial ownership of the
Sarissa Shares.
| CUSIP No. 023111206 | SCHEDULE 13D | Page 6 of 8 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended to include the following:
Derivative Transactions
On January 20, 2023, call options held by Mr. Sterling representing 48,000 Shares expired pursuant to their terms. As a result, as of February 7, 2023, Mr. Sterling may be deemed to beneficially own call options
representing 5,500 Shares, which Shares are reflected in the amounts reported in Item 5.
Item 7. Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 9 – Press Release, February 7, 2023
| CUSIP No. 023111206 | SCHEDULE 13D | Page 7 of 8 Pages |
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: February 8, 2023 | ||
| SARISSA CAPITAL MANAGEMENT LP | ||
| By: | /s/ Mark DiPaolo | |
| Name: Mark DiPaolo | ||
| Title: Senior Partner, General Counsel | ||
| /s/ Alexander J. Denner | |
| Alexander J. Denner |
| /s/ Louis Sterling III | |
| Louis Sterling III |
| CUSIP No. 023111206 | SCHEDULE 13D | Page 8 of 8 Pages |
INDEX TO EXHIBITS
Exhibit 1 – Joint Filing Agreement of the Reporting Persons*
Exhibit 2 – Press Release, June 15, 2022*
Exhibit 3 – Press Release, October 11, 2022*
Exhibit 4 – Requisition Notice, January 10, 2023*
Exhibit 5 – Press Release, January 10, 2023*
Exhibit 6 – Joint Filing Agreement of the Reporting Persons*
Exhibit 7 – Power of Attorney Granted by Louis Sterling III in favor of Mark DiPaolo and Patrice Bonfiglio, January 10, 2023*
Exhibit 8 – Press Release, January 18, 2023*
Exhibit 9 – Press Release, February 7, 2023
* Previously filed.