ARIA Ariad Pharmaceuticals, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

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).

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SCHEDULE 13D

This statement constitutes Amendment No. 7 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 Nos. 1 through 6 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 4.  Purpose of Transaction.

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

On March 17, 2016, certain of the Reporting Persons and the Issuer entered into an amendment (the “Amendment”) to the agreement, dated as of April 28, 2015, by and among such Reporting Persons and the Issuer (the “Settlement Agreement”), pursuant to which the standstill provisions in the Settlement Agreement were terminated on March 17, 2016 and the Reporting Persons agreed not to submit a director nomination notice or business proposal under the Issuer’s bylaws with respect to the Issuer’s 2016 annual meeting of stockholders.

A copy of the Amendment is filed herewith as an exhibit and incorporated herein by reference, and any description herein of the Amendment is qualified in its entirety by reference to the Amendment filed herewith.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Schedule 13D is hereby amended by adding the following:

See Item 4

Item 7. Material to Be Filed as Exhibits.

 

CUSIP No.  04033A100

Page 3 of 3 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:  March 18, 2016

By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: General Counsel

By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: Authorized Person

By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: Authorized Person

AMENDMENT TO AGREEMENT

This AMENDMENT (the “Amendment”) is made as of March 17, 2016, by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”).

WHEREAS, the Company and the Sarissa Group are parties to that certain Agreement dated as of April 28, 2015 (the “Agreement”);

WHEREAS, the Company and the Sarissa Group desire to amend the Agreement as provided herein and subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

“Standstill Period” shall mean the period beginning on the Berger Retirement Date and ending on March 17, 2016.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper duly authorized officers as of the day and year first written above.

 

 

SARISSA GROUP

Sarissa Capital Management LP

Sarissa Capital Domestic Fund LP

Sarissa Capital Offshore Master Fund LP

Sarissa Capital Fund GP LP

Sarissa Capital Offshore Fund GP LLC

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