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) |
January 10, 2023
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 023111206
|
Page 2 of 9 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
0 |
||
8
|
SHARED VOTING POWER
25,210,000 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
25,210,000 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,210,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.24% |
|||
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 023111206
|
Page 3 of 9 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
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
25,210,000 |
|||
9
|
SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
25,210,000 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,210,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.24% |
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 023111206
|
Page 4 of 9 Pages
|
SCHEDULE 13D
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Louis Sterling III |
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF |
|||
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
117,772 |
||
8
|
SHARED VOTING POWER
0 |
|||
9
|
SOLE DISPOSITIVE POWER
117,772 |
|||
10
|
SHARED DISPOSITIVE POWER
0 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,772 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% |
|||
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 023111206
|
Page 5 of 9 Pages
|
SCHEDULE 13D
|
(a)
|
This Schedule 13D is being filed by each of the Reporting Persons.
|
|
(b)
|
The principal business address of Mr. Sterling is 133 Gale Drive, Beverly Hills, CA 90211.
|
|
(c)
|
Mr. Sterling is a private investor.
|
|
(d)
|
Mr. Sterling has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
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.
|
|
(f)
|
Mr. Sterling is a citizen of the United States of America.
|
CUSIP No. 023111206
|
Page 6 of 9 Pages |
|
SCHEDULE 13D
|
(a)
|
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.
|
(b)
|
For purposes of this Schedule 13D:
|
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.
|
|
Mr. Sterling has sole power to vote and dispose the Sterling Shares.
|
|
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.
|
|
(c)
|
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.
|
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.
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
CUSIP No. 023111206
|
Page 7 of 9 Pages |
|
SCHEDULE 13D
|
CUSIP No. 023111206
|
Page 8 of 9 Pages | ||
SCHEDULE 13D
|
CUSIP No. 023111206
|
Page 9 of 9 Pages |
|||
SCHEDULE 13D
|
1.
|
“THAT Per Wold-Olsen be removed from office as a director of the Company with immediate effect.”
|
2.
|
“THAT in the event any director is appointed after the Company’s receipt of the general meeting requisition notice dated January 10, 2023, and
prior to the general meeting, each such director be removed from office as a director of the Company with immediate effect.”
|
3.
|
“THAT each of Patrice Bonfiglio, Paul Cohen, Mark DiPaolo,
Keith L. Horn, Odysseas Kostas, Louis Sterling III, and Diane E. Sullivan, having consented to act, be appointed as an additional director of the Company with immediate effect.”
|
Contact: |
Jean Puong
Sarissa Capital Management LP info@sarissacap.com |
/s/ Louis Sterling III
|
|
Louis Sterling III
|