Filing Details
- Accession Number:
- 0001140361-23-028238
- Form Type:
- 13D Filing
- Publication Date:
- 2023-06-04 20:00:00
- Filed By:
- Sarissa Capital Management
- Company:
- Alkermes Plc. (NASDAQ:ALKS)
- Filing Date:
- 2023-06-05
- 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 | 14,040,000 | 0 | 14,040,000 | 14,040,000 | 8.45% |
| Alexander J. Denner, Ph.D | 0 | 14,040,000 | 0 | 14,040,000 | 14,040,000 | 8.45% |
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. 8)*
| 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) |
| June 5, 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. G01767105 | Page 2 of 6 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 14,040,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,040,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,040,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.45% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G01767105 | Page 3 of 6 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 14,040,000 | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 14,040,000 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,040,000 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: | ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.45% | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
| CUSIP No. G01767105 | Page 4 of 6 Pages |
SCHEDULE 13D
This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to 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”), as amended by Amendment No. 1 to
Schedule 13D filed on May 27, 2021, Amendment No. 2 to Schedule 13D filed on September 10, 2021, Amendment No. 3 to Schedule 13D filed on November 19, 2021, Amendment No. 4 to Schedule 13D filed on January 10, 2022, Amendment No. 5 to Schedule 13D
filed on July 6, 2022, Amendment No. 6 to Schedule 13D filed on October 7, 2022, and Amendment No. 7 to Schedule 13D filed on February 6, 2023 (the Initial Schedule 13D, as so amended, the “Schedule 13D”), on behalf of the Reporting Persons, 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 Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended to include the following:
On June 5, 2023, Sarissa Capital issued the press release attached as Exhibit 4 hereto.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 14,040,000 Shares representing approximately 8.45% of the outstanding Shares, based upon 166,092,464 Shares stated to be
outstanding as of April 17, 2023, as set forth in the definitive proxy statement of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2023.
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 4 - Press Release, June 5, 2023
| CUSIP No. G01767105 | Page 5 of 6 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: June 5, 2023
SARISSA CAPITAL MANAGEMENT LP
| By: | /s/ Mark DiPaolo | |
| | Name: Mark DiPaolo | |
| | Title: Senior Partner, General Counsel | |
| | | |
| /s/Alexander J. Denner | ||
| Alexander J. Denner | ||
| CUSIP No. G01767105 | Page 6 of 6 Pages |
SCHEDULE 13D
INDEX TO EXHIBITS
Exhibit 1 - Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on April 30, 2021
(incorporated by reference in this Schedule 13D)*
Exhibit 2 - Joint Filing Agreement of the Reporting Persons, dated as of May 10, 2021*
Exhibit 3 - Press Release, July 6, 2022*
Exhibit 4 - Press Release, June 5, 2023
* Previously filed.