UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act
of 1934
(Amendment No. 12)*
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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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February 28, 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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SCHEDULE 13D
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Page 2 of 4 Pages
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This Amendment No. 12 to Schedule
13D (“Amendment No. 12”) 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, Amendment No. 3 to
Schedule 13D filed on October 11, 2022, Amendment No. 4 to Schedule
13D filed on January 11, 2023, Amendment No. 5 to Schedule 13D
filed on January 19, 2023, Amendment No. 6 to Schedule 13D filed on
February 8, 2023, Amendment No. 7 to Schedule 13D filed on February
10, 2023, Amendment No. 8 to Schedule 13D filed on February 14,
2023, Amendment No. 9 to Schedule 13D filed on February 15, 2023,
Amendment No. 10 to Schedule 13D filed on February 21, 2023 and
Amendment No. 11 to Schedule 13D filed on February 27, 2023 (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. 12 is being
filed to amend Item 4 and Item 7 as follows:
Item 4. Purpose of
Transaction. Item 4 of the Schedule 13D is hereby amended to
include the following:
On February 28, 2023, Sarissa
Capital issued the press release attached as Exhibit 15
hereto.
Item 7. Material to Be Filed as
Exhibits. Item 7 of the Schedule 13D is hereby amended to
include the following:
Exhibit 15 – Press Release, February 28, 2023
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CUSIP No. 023111206
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SCHEDULE 13D
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Page 3 of 4 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.
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Dated: February 28, 2023
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SARISSA CAPITAL MANAGEMENT LP
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By:
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/s/ Mark DiPaolo
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Name: Mark DiPaolo
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Title: Senior Partner, General Counsel
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/s/ Alexander J. Denner
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Alexander J. Denner
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/s/ Louis Sterling III
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Louis Sterling III
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CUSIP No. 023111206
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SCHEDULE 13D
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Page 4 of 4 Pages
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INDEX TO
EXHIBITS