CUSIP No.  67001K202
Page 1 of  7 Pages
SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
 

 
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Novelion Therapeutics Inc.
(Name of Issuer)
 
 
Common Stock, without par value
(Title of Class of Securities)
 
 
67001K202
(CUSIP Number)
 
 
Mark DiPaolo
General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
 
With a copy to:
 
Russell Leaf
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
June 29, 2017
(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.  67001K202
Page 2 of  7  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

 
 
8
SHARED VOTING POWER

1,025,000
 
9
SOLE DISPOSITIVE POWER

 
 
10
SHARED DISPOSITIVE POWER

1,025,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,025,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%
14
TYPE OF REPORTING PERSON
 
PN
 
 

 
CUSIP No.  67001K202
Page 3 of  7  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

 
 
8
SHARED VOTING POWER

1,025,000
 
9
SOLE DISPOSITIVE POWER
 
 
 
10
SHARED DISPOSITIVE POWER

1,025,000
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,025,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%
14
TYPE OF REPORTING PERSON
 
IN
 

 

 
CUSIP No.  67001K202
Page 4 of  7  Pages
SCHEDULE 13D
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sarissa Capital Offshore Master Fund 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

Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER

458,766
 
8
SHARED VOTING POWER

 
 
9
SOLE DISPOSITIVE POWER

458,766
 
10
SHARED DISPOSITIVE POWER

 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

458,766
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.5%
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No.  67001K202
Page 5 of  7  Pages
SCHEDULE 13D
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sarissa Capital Domestic Fund 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

566,234
 
8
SHARED VOTING POWER

 
 
9
SOLE DISPOSITIVE POWER

566,234
 
10
SHARED DISPOSITIVE POWER

 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

566,234
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.0%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
CUSIP No.  67001K202
Page 6 of  7  Pages
SCHEDULE 13D
Item 1.   Security and Issuer.
This sta tement constitutes Amendment No. 1 to the Schedule 13D (this “Amendment No. 1”) relating to the Common Stock, without par value (the “ Shares ”), issued by Novelion Therapeutics Inc. (the “ Issuer ”) , and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 5, 2016 (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 June 29, 2017, the Reporting Persons directed the Issuer to appoint Mark DiPaolo to the Issuer’s Board of Directors subject to the Reporting Persons’ designation rights under Section 5.12 of the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of June 14, 2016, by and among the Issuer, Aegerion Pharmaceuticals, Inc., a Delaware corporation, and the other parties named therein.  Mark DiPaolo is a partner and the General Counsel of Sarissa Capital Management LP, a registered investment advisor, since 2013. Sarissa Capital focuses on improving the strategies of companies to enhance shareholder value.  From 2005 to 2013, Mr. DiPaolo served as a senior member of Icahn Capital’s management team, working on all aspects of Carl Icahn’s activist strategy.

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, 1,025,000 Shares representing approximately 5.5% of the Issuer's outstanding Shares (based upon the 18,603,188 Shares stated to be outstanding as of May 5, 2017 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 9, 2017 ).
(b) For purposes of this Schedule 13D:
Sarissa Domestic has sole voting power and sole dispositive power with regard to 566,234 Shares.  Sarissa Offshore has sole voting power and sole dispositive power with regard to 458,766 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 1,025,000 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 1,025,000 Shares held by the Sarissa Funds.
 

 
CUSIP No.  67001K202
Page 7 of  7  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 30, 2017

SARISSA CAPITAL MANAGEMENT LP


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


SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner


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


SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner


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




/s/Alexander J. Denner                                                    
Alexander J. Denner
 
 
 
 
 
 
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