AMARIN CORP PLC\UK (Form: SC 13D/A, Received: 10/11/2022 16:31:52)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

24,000,000

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

24,000,000

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

October 11, 2022

(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		Page 2 of 5 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


CUSIP No. 023111206		Page 3 of 5 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


CUSIP No. 023111206		Page 4 of 5 Pages
	SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) 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 and Amendment No. 2 to Schedule 13D filed on June 16, 2022 (the Initial Schedule 13D, as so amended, 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:

On October 11, 2022, Sarissa Capital issued a press release indicating that the Reporting Persons have commenced the process to call a special meeting of shareholders to remove and replace certain of the Issuer’s directors. A copy of the press release is attached as Exhibit 3 hereto.

Item 5. Interest in Securities of the Issuer. Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons may be deemed to beneficially own, in the aggregate, 24,000,000 Shares representing approximately 5.95% of the outstanding Shares, based upon the 403,205,514 Shares outstanding as of July 29, 2022, including 403,021,687 ADSs, and 183,827 Ordinary Shares, as set forth in the Form 10-Q of the Issuer filed with the SEC on August 3, 2022.

Item 7. Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:

Exhibit 3 – Press Release, October 11, 2022


CUSIP No. 023111206		Page 5 of 5 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: October 11, 2022


SARISSA CAPITAL MANAGEMENT LP

By:		/s/ Mark DiPaolo
		Name: Mark DiPaolo
		Title: Senior Partner, General Counsel

/s/ Alexander J. Denner
Alexander J. Denner

Exhibit 3

SARISSA CAPITAL HAS COMMENCED THE PROCESS TO CALL A SPECIAL MEETING OF AMARIN SHAREHOLDERS TO REMOVE AND REPLACE CERTAIN BOARD MEMBERS

Sarissa believes Amarin risks destroying additional shareholder value unless Sarissa representatives are immediately added to the board

Amarin board’s governance process lacks urgency and disregards shareholder vote at annual meeting

Greenwich, CT, October 11, 2022 – Sarissa Capital Management LP (“Sarissa”) today made the following statement regarding its ongoing discussions with Amarin Corporation plc (NASDAQ: AMRN) regarding board representation:

Amarin’s board seems to be trying to outdo the misguided leadership of the Roman Emperor Nero who played his lyre while Rome was engulfed in flames. Their “imperial” attitude and inaction is the problem. We, along with all shareholders, must try to fix the company.

This year alone, Amarin shareholders have lost over $850 million as the stock has fallen 64% year to date.* Since the annual meeting, at which we believe shareholders loudly voiced their concerns with leadership and the direction of the company, Amarin’s stock has fallen 38% and shareholders have lost over $280 million.^† Notably, at the annual meeting, nearly half of votes by shareholders for directors up for re-election this year, which included those in leadership roles, were “against” or “abstentions.”

Sarissa, the largest shareholder of Amarin and a sophisticated institutional investor with a long history of shareholder value creation in healthcare companies, wants to help restore lost value and guide the company through this critical period. We fear that the continued mismanagement of the business will result in further permanent destruction of shareholder value. We believe Amarin’s current trajectory risks the company running out of cash and will result in the need to raise capital at a terrible valuation, severely diluting existing shareholders and further destroying shareholder value.

As we have heard from many shareholders, Amarin appears to not share our collective sense of urgency. Sarissa has discussed with the company adding shareholder representatives to the board for many months, but the board appears to be running a dawdling process that seems to ignore the critical period facing the company. Even after the clear and loud vote by shareholders in June, the directors on Amarin’s board took more than twelve weeks to interview Sarissa board candidates, seemingly unable to prioritize the company over their summer schedules while destroying further shareholder value. The drawn-out process appears to us to embody the company’s lackadaisical and reactive management of shareholder capital.

We cannot stand idly by as the board and management continue to risk destroying further shareholder value and potentially make the business increasingly unsalvageable. Sarissa has a history of helping struggling healthcare companies, including in the cardiovascular space, such as The Medicines Company. In order to turn the company around, we believe Sarissa representatives must be added to the board immediately. Although we will continue our discussions with the company, we have commenced the process to call a special meeting of shareholders to remove and replace certain Amarin directors who we believe do not serve the interest of shareholders. We hope that this process will ultimately be unnecessary and that the board will act swiftly to appoint our representatives to the board. However, given how reactive and drawn out the board process has been to date, we have little optimism that the board will now act with necessary and sufficient urgency.

*	Calculated from end of day 12/31/2021 to 10/10/2022. Source: Bloomberg

^†	Calculated from end of day 6/27/2021 to 10/10/2022. Source: Bloomberg

Contact:

Jean Puong

Sarissa Capital Management LP

info@sarissacap.com

###

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Sarissa Capital Management LP (“Sarissa Capital”), together with the funds and other private investment vehicles for which Sarissa Capital acts as the investment advisor (collectively, “Sarissa”), intends to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its slate of highly-qualified nominees as directors of Amarin Corporation plc (the “Company”), at a special meeting of shareholders of the Company.

SARISSA STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The anticipated participants in the proxy solicitation include Sarissa and Dr. Alexander J. Denner, the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital.

As of the date hereof, Sarissa and Dr. Denner may be deemed to beneficially own 24,000,000 ordinary shares, 50 pence par value per share, of the Company.