Item 1. Security and Issuer.
This statement constitutes Amendment No. 2 to the Schedule 13D relating to the Common Stock, par value $0.001 (the “Shares”), issued by ARIAD Pharmaceuticals, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on October 29, 2013 and amended by Amendment No. 1 thereto (as amended, 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 3. Source or Amount of Funds or Other Consideration.
Item 3 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons may be deemed to be the beneficial owners of, in the aggregate, 12,850,000 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $49 million (including commissions). The source of funding for these Shares was the general working capital of the respective purchasers.
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, 12,850,000 Shares representing approximately 6.87% of the Issuer's outstanding Shares (based upon the 187,011,551 Shares stated to be outstanding as of July 31, 2014 by the Issuer in the Issuer’s Form 10−Q for the quarterly period ended June 30, 2014).
(b) For purposes of this Schedule 13D:
Sarissa Domestic has sole voting power and sole dispositive power with regard to 7,798,665 Shares. Sarissa Offshore has sole voting power and sole dispositive power with regard to 5,051,335 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 12,850,000 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 12,850,000 Shares held by the Sarissa Funds.
Items 5 (c) of the Initial Schedule 13D is hereby amended by adding the following:
(c) On August 15, 2014, (i) Sarissa Domestic purchased 615,466 Shares at a price of $5.83 per Share and (ii) Sarissa Offshore purchased 234,534 Shares at a price of $5.83 per Share. These purchases were effected in the open market and represent all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on August 19, 2014.