UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No. 1)*
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)
|
|
June 2,
2022
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(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
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Page 2 of 5
Pages
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sarissa Capital Management LP
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐ |
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
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8
|
SHARED VOTING POWER
24,000,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
24,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.05% (1)
|
14
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TYPE OF REPORTING PERSON
PN
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(1) Based upon the
397,008,153 Shares outstanding as of April 29, 2022, including
396,811,326 ADSs, and 196,827 Ordinary Shares, as set forth in the
Form 10-Q of the Issuer filed with the U.S. Securities and Exchange
Commission on May 4, 2022.
CUSIP No. 023111206
|
Page 3 of 5
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
24,000,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
24,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
24,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.05% (1)
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1) Based upon the
397,008,153 Shares outstanding as of April 29, 2022, including
396,811,326 ADSs, and 196,827 Ordinary Shares, as set forth in the
Form 10-Q of the Issuer filed with the U.S. Securities and Exchange
Commission on May 4, 2022.
CUSIP No. 023111206
|
Page 4 of 5
Pages
|
This Amendment
No. 1 to Schedule 13D (“Amendment No. 1”) 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 “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:
The Reporting Persons have had discussions with the Issuer and
other interested parties about ways to maximize the value of the
Issuer’s assets. More recently, the Reporting Persons discussed
with the Issuer the disappointing first quarter results. The
Reporting Persons believe that the meaningful decrease in Share
price following the earnings announcement reflects the Issuer’s
insufficient adjustment to changing market conditions for its key
drug Vascepa and investor concerns about the ability of leadership
as currently constituted to navigate the Issuer during this
critical time. The Reporting Persons believe that the expertise and
experience of its principals would be extremely beneficial to the
Issuer and intend to seek representation on the Issuer’s board of
directors. The Reporting Persons believe the Shares continue to be
significantly undervalued.
The Reporting Persons thank the many shareholders who have reached
out to them seeking guidance on how to vote at the Issuer’s
upcoming annual meeting. The Reporting Persons will disclose their
intentions with respect to the Issuer’s upcoming annual meeting,
including how they intend to vote their shares, following the
outcome of the ongoing discussions with the Issuer. The Reporting
Persons will continue to review their investment on an ongoing
basis and reserve the right to, from time to time and at any time:
(i) acquire additional Securities of the Issuer in the open market
or otherwise; (ii) dispose of any or all of their Securities in the
open market or otherwise; or (iii) engage in any hedging or similar
transactions with respect to the Securities.
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,
24,000,000 Shares representing approximately 6.05% of the
outstanding Shares, based upon the 397,008,153 Shares outstanding
as of April 29, 2022, including 396,811,326 ADSs, and 196,827
Ordinary Shares, as set forth in the Form 10-Q of the Issuer filed
with the U.S. Securities and Exchange Commission on May 4,
2022.
|
CUSIP No. 023111206
|
Page 5 of 5
Pages
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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 3, 2022
SARISSA CAPITAL MANAGEMENT LP
By: /s/ Mark
DiPaolo _______________________
Name: Mark
DiPaolo
Title: Senior
Partner, General Counsel
/s/ Alexander J.
Denner________________________
Alexander J. Denner