sc13gza

0000950134-06-019194.txt : 20061017 0000950134-06-019194.hdr.sgml : 20061017 20061017152104 ACCESSION NUMBER: 0000950134-06-019194 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061017 DATE AS OF CHANGE: 20061017 GROUP MEMBERS: JOHN S CLARK II GROUP MEMBERS: ROBERT W BUTTS GROUP MEMBERS: SOUTHPOINT CAPITAL ADVISORS LLC GROUP MEMBERS: SOUTHPOINT GP LLC GROUP MEMBERS: SOUTHPOINT GP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 061148596 BUSINESS ADDRESS: STREET 1: 110 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6AR BUSINESS PHONE: 44-0-207-907-2442 MAIL ADDRESS: STREET 1: 110 CANNON STREET CITY: LONDON STATE: X0 ZIP: EC4N 6AR FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpoint Capital Advisors LP CENTRAL INDEX KEY: 0001319998 IRS NUMBER: 200975910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212.692.6350 MAIL ADDRESS: STREET 1: 237 PARK AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d40392sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

(Amendment No. 1)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Amarin Corporation plc

(Name of Issuer)

Ordinary Shares, 5p par value

(Title of Class of Securities)

023111107

(CUSIP Number)

April 20, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o     Rule 13d-1(b)
þ     Rule 13d-1(c)
o     Rule 13d-1(d)

1 of 11


CUSIP No.		023111107	13G/A	Page		2		of		11


1	NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

	Southpoint Capital Advisors LP
	20-0975910

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			10,815,339**

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,815,339**

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,815,339**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.5% **

12	TYPE OF REPORTING PERSON*

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

2 of 11


CUSIP No.		023111107	13G/A	Page		3		of		11


1	NAME OF REPORTING PERSONS:

	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Southpoint GP, LP
	20-1095514

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *:
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			10,815,339**

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,815,339**

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,815,339**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.5% **

12	TYPE OF REPORTING PERSON *:

	PN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

3 of 11


CUSIP No.		023111107	13G/A	Page		4		of		11


1	NAME OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): Southpoint Capital Advisors, LLC
		20-0975900

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *:
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			10,815,339**

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,815,339**

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,815,339**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *:

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.5% **

12	TYPE OF REPORTING PERSON *:

	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

4 of 11


CUSIP No.		023111107	13G/A	Page		5		of		11


1	NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

	Southpoint GP, LLC
	20-1064783

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			10,815,339**

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,815,339**

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,815,339**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.5% **

12	TYPE OF REPORTING PERSON *

	OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

5 of 11


CUSIP No.		023111107	13G/A	Page		6		of		11


1	NAME OF REPORTING PERSONS: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

	Robert W. Butts


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			10,815,339**

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,815,339**

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,815,339**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.5% **

12	TYPE OF REPORTING PERSON *

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

6 of 11


CUSIP No.		023111107	13G/A	Page		7		of		11


1	NAME OF REPORTING PERSONS:
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): John S. Clark II


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			10,815,339**

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			10,815,339**

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	10,815,339**

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.5% **

12	TYPE OF REPORTING PERSON*

	IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4.

7 of 11

SCHEDULE 13G/A

This Amendment No. 1 to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Southpoint Capital Advisors LLC, a Delaware limited liability company (“Southpoint CA LLC”), Southpoint GP, LLC, a Delaware limited liability company (“Southpoint GP LLC”), Southpoint Capital Advisors LP, a Delaware limited partnership (“Southpoint Advisors”), Southpoint GP, LP, a Delaware limited partnership (“Southpoint GP”), Robert W. Butts and John S. Clark II. Southpoint CA LLC is the general partner of Southpoint Advisors. Southpoint GP LLC is the general partner of Southpoint GP. Southpoint GP is the general partner of Southpoint Fund LP, a Delaware limited partnership (the “Fund”), Southpoint Qualified Fund LP, a Delaware limited partnership (the “Qualified Fund”), and Southpoint Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”). Southpoint Offshore Fund, Ltd., a Cayman Island exempted company (the “Offshore Fund”), is also a general partner of the Master Fund. This Schedule 13G relates to shares of Ordinary Shares of Amarin Corporation plc (the “Issuer”), purchased by the Fund, the Qualified Fund and the Master Fund.


Item 1(a)	Name of Issuer.

	Amarin Corporation plc

Item 1(b)	Address of Issuer’s Principal Executive Offices.

	110 Cannon Street London EC4N 6AR, England

Item 2(a)	Name of Person Filing.

	(1	)	Southpoint Capital Advisors, LP
	(2	)	Southpoint GP, LP
	(3	)	Southpoint Capital Advisors, LLC
	(4	)	Southpoint GP, LLC
	(5	)	Robert W. Butts
	(6	)	John S. Clark II

Item 2(b)	Address of Principal Business Office, or, if none, Residence.

	(1	)	For all Filers: 623 Fifth Avenue, Suite 2503 New York, NY 10022 (212) 692-6350

8 of 11


Item 2(c)	Citizenship or Place of Organization.

	(1	)	Southpoint Capital Advisors LP is a Delaware limited partnership.
	(2	)	Southpoint GP, LP is a Delaware limited partnership.
	(3	)	Southpoint Capital Advisors LLC is a Delaware limited liability company.
	(4	)	Southpoint GP, LLC is a Delaware limited liability company.
	(5	)	Robert W. Butts is a U.S. citizen.
	(6	)	John S. Clark II is a U.S. citizen.

Item 2(d)	Title of Class of Securities.

	Ordinary Shares, 5p Par Value (the “Ordinary Shares”).

Item 2(e)	CUSIP Number.

	023111107

Item 3	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	Not Applicable.

Item 4	Ownership.

	(a	)	Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 10,815,339 shares of the Ordinary Shares, 8,216,329 of which are shares of Common Stock and 2,599,010 are shares of Common Stock issuable upon conversion of warrants.

	(b	)	As of October 17, 2006, Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II may be deemed the beneficial owners of 14.0% of the outstanding shares of the Ordinary Shares. This percentage was determined by dividing 10,815,339 by 80,107,918, (which equals 77,548,908, the number of Ordinary Shares currently issued and outstanding as of December 31, 2005, as reported in the Issuer’s report on form 20-F/A filed on October 13, 2006, plus 2,599,010, the number of shares of Common Stock that would be outstanding if Alta converted its warrants).

	(c	)	Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II have the sole power to vote and dispose of the 10,815,339 shares of the Ordinary Shares beneficially owned.

Item 5	Ownership of Five Percent or Less of a Class.

9 of 11


		Not Applicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		All securities reported in this schedule are owned by clients of the Investment Manager. To the knowledge of the Investment Manager, no one client owns more than 5% of the Ordinary Shares.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Not Applicable.

Item 8		Identification and Classification of Members of the Group.

		Not Applicable.

Item 9		Notice of Dissolution of Group.

		Not Applicable.

Item 10		Certification.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits		Exhibit 1

		Joint Filing Agreement dated October 17, 2006, between Southpoint CA LLC, Southpoint GP LLC, Southpoint GP, Southpoint Advisors, Robert W. Butts and John S. Clark II.

10 of 11

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 17, 2006


SOUTHPOINT CAPITAL ADVISORS, LP

By:	Southpoint Capital Advisors LLC
	its general partner

	By:	/s/ Robert W. Butts

	Name:	Robert W. Butts
	Title:	Manager

SOUTHPOINT GP, LP

By:	Southpoint GP, LLC
	its general partner

	By:	/s/ Robert W. Butts

	Name:	Robert W. Butts
	Title:	Manager


		SOUTHPOINT CAPITAL ADVISORS, LLC

		By:		/s/ Robert W. Butts

		Name:		Robert W. Butts
		Title:		Manager

		SOUTHPOINT GP, LLC

		By:		/s/ Robert W. Butts

		Name:		Robert W. Butts
		Title:		Manager


		/s/ Robert W. Butts

		Robert W. Butts

		/s/ John S. Clark II

		John S. Clark II

11 of 11

EX-99.1 2 d40392exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Ordinary Shares, 5p par value, of Amarin Corporation plc, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of October 17, 2006.


SOUTHPOINT CAPITAL ADVISORS, LP

By:	Southpoint Capital Advisors LLC
	its general partner

	By:	/s/ Robert W. Butts

	Name:	Robert W. Butts
	Title:	Manager

SOUTHPOINT GP, LP

By:	Southpoint GP, LLC
	its general partner

	By:	/s/ Robert W. Butts

	Name:	Robert W. Butts
	Title:	Manager


		SOUTHPOINT CAPITAL ADVISORS, LLC

		By:		/s/ Robert W. Butts

		Name:		Robert W. Butts
		Title:		Manager

		SOUTHPOINT GP, LLC

		By:		/s/ Robert W. Butts

		Name:		Robert W. Butts
		Title:		Manager


		/s/ Robert W. Butts

		Robert W. Butts

		/s/ John S. Clark II

		John S. Clark II