UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
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Amarin Corporation plc
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(Name of Issuer)
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Ordinary Shares, par value 50
pence per share
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(Title of Class of
Securities)
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023111206
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(CUSIP Number)
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Mark DiPaolo
Senior Partner, General
Counsel
Sarissa Capital Management
LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
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(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
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January 10, 2023
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(Date of Event which Requires
Filing of this Statement)
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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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CUSIP
No. 023111206
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Page 2 of 9 Pages
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SCHEDULE 13D
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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
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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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)
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☐ |
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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
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
25,210,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
25,210,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,210,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.24%
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14
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TYPE OF REPORTING PERSON
PN
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CUSIP
No. 023111206
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Page 3 of 9 Pages
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander J. Denner, Ph.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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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)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
25,210,000
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
25,210,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
25,210,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.24%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP
No. 023111206
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Page 4 of 9 Pages
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SCHEDULE 13D
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louis Sterling III
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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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)
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☐ |
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
117,772
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
117,772
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
117,772
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
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☐ |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP
No. 023111206
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Page 5 of 9 Pages
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SCHEDULE 13D
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This
Amendment No. 4 to Schedule 13D (“Amendment No. 4”) 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 “Initial
Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed
on June 3, 2022, Amendment No. 2 to Schedule 13D filed on June 16,
2022, and Amendment No. 3 to Schedule 13D filed on October 11, 2022
(the Initial Schedule 13D as so amended, the “Schedule 13D”). All
capitalized terms contained herein but not otherwise defined shall
have the meanings ascribed to such terms in the Schedule 13D.
This
Amendment No. 1 is being filed by Sarissa Capital Management LP, a
Delaware limited partnership (“Sarissa Capital”) and Alexander J.
Denner, Ph.D., a citizen of the United States of America (“Dr.
Denner” and together with Sarissa Capital, the “Sarissa Reporting
Persons”) and Louis Sterling III (“Mr. Sterling” and, together with
the Sarissa Reporting Persons and Mr. Sterling, the “Reporting
Persons”).
This
Amendment No. 4 is being filed to amend Item 2, Item 3, Item 4,
Item 5, Item 6 and Item 7 as follows:
Item 2. Identity and Background. Item 2 of
the Schedule 13D is hereby amended to include the following:
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(a)
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This Schedule 13D is being filed by each of the Reporting
Persons.
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(b)
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The principal business address of Mr. Sterling is 133 Gale Drive,
Beverly Hills, CA 90211.
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(c)
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Mr. Sterling is a private investor.
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(d)
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Mr. Sterling has not, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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Mr. Sterling has not, during the past five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or a finding of any violation with respect to
such laws.
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(f)
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Mr. Sterling is a citizen of the United States of America.
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Item 3. Source or Amount of
Funds or Other Consideration. Item 3 of the Schedule
13D is hereby amended to include the following:
The
Sarissa Reporting Persons may be deemed to be the beneficial owner
of, in the aggregate, 25,210,000 Shares. The aggregate purchase
price of the Shares purchased by the Sarissa Reporting Persons as
reported in Item 5(c) of this Amendment 4 is approximately
$1,423,407. The source of funding for these purchases was the
general working capital of the respective purchasers.
Mr.
Sterling may be deemed to be the beneficial owner of 117,772
Shares. The aggregate purchase price of these Shares is
approximately $378,752. The source of funding for these purchases
was Mr. Sterling’s personal funds.
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CUSIP
No. 023111206
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Page 6 of 9 Pages
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SCHEDULE 13D
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Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended to include the
following:
On January 10,
2023, certain of the Sarissa Reporting Persons submitted
a requisition notice to the Issuer to call a general meeting of
shareholders to, among other things, appoint Patrice Bonfiglio,
Paul Cohen, M.D., Mark DiPaolo Esq., Keith Horn, Odysseas Kostas
M.D., Louis Sterling III and Diane Sullivan (collectively, the
“Sarissa Nominees”) as directors of the Issuer. The requisition
also included a proposal to remove Per Wold-Olsen as a director of
the Issuer. A copy of the requisition notice is attached
hereto as Exhibit 4 and is incorporated herein in its entirety.
Sarissa Capital also issued a press release announcing the
submission of the requisition. A copy of the press release is
attached as Exhibit 5 hereto.
Mr.
Sterling acquired Shares for investment purposes. Mr. Sterling has
agreed to serve as one of the Sarissa Nominees for election to the
Issuer’s Board at the meeting of stockholders requisitioned by
Sarissa Capital.
Item 5. Interest in Securities of the
Issuer. Item 5 of the Schedule 13D is hereby amended and
restated as follows:
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(a)
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The Sarissa Reporting Persons may be deemed to beneficially own, in
the aggregate, 25,210,000 Shares representing approximately 6.24%
of the outstanding Shares (the “Sarissa Shares”). Mr. Sterling may
be deemed to beneficially own, in the aggregate, 117,772 Shares
representing approximately 0.03% of the outstanding Shares (the
“Sterling Shares”), including call options representing 53,500
Shares (as further described in Item 6). Percentages of the
outstanding Shares are based upon the 403,828,955 Shares
outstanding as of October 21, 2022, including 383,347,128 ADSs, and
20,481,827 Ordinary Shares, as set forth in the Form 10-Q of the
Issuer filed with the SEC on October 27, 2022.
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(b)
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For purposes of this Schedule 13D:
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All of the Shares which the Sarissa Reporting Persons may be deemed
to beneficially own are held directly by the Sarissa Funds. 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
Shares held directly by the Sarissa Funds. By virtue of his
position as the Chief Investment Officer of Sarissa Capital and by
virtue of his control of the ultimate general partner of Sarissa
Capital, 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 Shares held directly by the Sarissa
Funds.
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Mr. Sterling has sole power to vote and dispose the Sterling
Shares.
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The Sarissa Reporting Persons and Mr. Sterling may be deemed to
have formed a group within the meaning of Rule 13d-5(b) under the
Securities Exchange Act of 1934, as amended, and may be deemed to
beneficially own, in the aggregate, 25,327,772 Shares representing
approximately 6.27% of the outstanding Shares. The Sarissa
Reporting Persons disclaim beneficial ownership of the Sterling
Shares. Mr. Sterling disclaims beneficial ownership of the Sarissa
Shares.
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(c)
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On December 2, 2022, the Sarissa Funds acquired 40,000 Shares at
$1.21 per Share in open market transactions, for an aggregate
purchase price of $48,744.
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On December 5, 2022, the Sarissa Funds acquired 75,000 Shares at
$1.17 per Share in open market transactions, for an aggregate
purchase price of approximately $88,388.
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On December 6, 2022, the Sarissa Funds acquired 470,000 and 76,450
Shares at $1.17 and $1.16 per Share in open market transactions,
for an aggregate purchase price of approximately $643,195.
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On December 7, 2022, the Sarissa Funds acquired 250,550 Shares at
$1.17 per Share in open market transactions, for an aggregate
purchase price of approximately $295,053.
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On December 8, 2022, the Sarissa Funds acquired 30,000 and 75,000
Shares at $1.16 and $1.15 per Share in open market transactions,
for an aggregate purchase price of $122,049.
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On December 28, 2022, the Sarissa Funds acquired 90,000 Shares at
$1.16 per Share in open market transactions, for an aggregate
purchase price of $105,543.
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On January 3, 2023, the Sarissa Funds acquired 103,000 Shares at
$1.16 per Share in open market transactions, for an aggregate
purchase price of approximately $120,436.
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CUSIP
No. 023111206
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Page 7 of 9 Pages
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SCHEDULE 13D
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer. Item 6 of the Schedule 13D is hereby amended and
restated as follows:
The Reporting
Persons may, from time to time, enter into and dispose of
cash-settled equity swap, stock-settled equity swap, option or
other derivative transactions with one or more
counterparties that are based upon the value of the Shares, which
transactions may be significant in amount. The profit, loss and/or
return on such contracts may be wholly or partially dependent on
the market value of the Shares. Mr. Sterling currently has
purchased out-of-the-money call options representing 53,500 Shares
through such contracts, which Shares are reflected in the amounts
reported in Item 5.
Joint Filing Agreement
On January
10, 2023, the Sarissa Capital, Dr. Denner and Mr. Sterling entered
into a Joint Filing Agreement pursuant to which, among other
things, the parties agreed to the joint filing on behalf of each of
them of statements on Schedule 13D, and any amendments thereto,
with respect to the securities of the Issuer to the extent required
by applicable law. The Joint Filing Agreement is attached hereto as
Exhibit 6 and is incorporated herein by reference.
Item 7. Material to Be Filed as
Exhibits. Item 7 of the Schedule 13D is hereby amended to
include the following:
Exhibit 4 – Requisition Notice,
January 10, 2023
Exhibit 5 – Press Release, January
10, 2023
Exhibit 6 – Joint Filing Agreement
of the Reporting Persons
Exhibit 7 – Power of Attorney
Granted by Louis Sterling III in favor of Mark DiPaolo and Patrice
Bonfiglio, January 10, 2023
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CUSIP
No. 023111206
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Page 8 of 9 Pages |
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SCHEDULE 13D
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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: January 10, 2023
SARISSA CAPITAL MANAGEMENT LP
By: /s/
Mark DiPaolo _______________
Name: Mark DiPaolo
Title: Senior Partner, General Counsel
/s/ Alexander J. Denner
Alexander J. Denner
/s/ Louis Sterling III
Louis Sterling III
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CUSIP
No. 023111206
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Page 9 of 9 Pages
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SCHEDULE 13D
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INDEX TO
EXHIBITS
Exhibit 1 – Joint Filing Agreement
of the Reporting Persons*
Exhibit 2 – Press Release, June
15, 2022*
Exhibit 3 – Press Release, October
11, 2022*
Exhibit 4 – Requisition Notice,
January 10, 2023
Exhibit 5 – Press Release, January
10, 2023
Exhibit 6 – Joint Filing Agreement
of the Reporting Persons
Exhibit 7 – Power of Attorney
Granted by Louis Sterling III in favor of Mark DiPaolo and Patrice
Bonfiglio, January 10, 2023
* Previously filed.