0001140361-23-007712.txt : 20230221 0001140361-23-007712.hdr.sgml : 20230221 20230221060243 ACCESSION NUMBER: 0001140361-23-007712 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230221 DATE AS OF CHANGE: 20230221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 23645088 BUSINESS ADDRESS: STREET 1: SPACES SOUTH DOCKLANDS, BLOCK C STREET 2: 77 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: D02 VK60 BUSINESS PHONE: 353 1 6699 020 MAIL ADDRESS: STREET 1: SPACES SOUTH DOCKLANDS, BLOCK C STREET 2: 77 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: D02 VK60 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: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 ny20006859x25_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*


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)
 
February 17, 2023
(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 4 Pages
SCHEDULE 13D


This Amendment No. 10 to Schedule 13D (“Amendment No. 10”) 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, and Amendment No. 9 to Schedule 13D filed on February 15, 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. 10 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 17, 2023, Sarissa Capital issued the press release attached as Exhibit 13 hereto.
 
Item 7.  Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit 13 – Press Release, February 17, 2023
 
CUSIP No. 023111206
Page 3 of 4 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: February 21, 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
  
CUSIP No. 023111206
Page 4 of 4 Pages
SCHEDULE 13D

INDEX TO EXHIBITS

Exhibit 13 – Press Release, February 17, 2023



 EX-13 2 ny20006859x25_ex13.htm EXHIBIT 13
EXHIBIT 13

SARISSA CAPITAL URGES AMARIN SHAREHOLDERS TO VOTE FOR CHANGE AND REMAKE AMARIN FOR SHAREHOLDERS

Amarin Deludes Shareholders by Presenting an Alternative Reality Where the Truth Does Not Matter

Sarissa Believes that Shareholders Have Suffered Long Enough from the Nightmare under the Current Regime and Should Vote “FOR” Change at Amarin

Greenwich, CT, February 17, 2023 – Sarissa Capital Management LP (“Sarissa”) today issued a presentation detailing the dire need for change at Amarin Corporation plc (NASDAQ: AMRN) accessible at the link below:

Presentation: https://freeamarin.com/wp-content/pdfs/vote-for-change.pdf

Amarin shareholders face an important decision at our upcoming shareholder meeting. Amarin has a uniquely valuable asset in Vascepa/Vazkepa, a drug that can meaningfully reduce cardiovascular events in patients and save significant resources for health systems worldwide. The value of Vascepa, however, continues to be wasted by the company due to its mismanagement and poor capital allocation decisions. We cannot afford to allow the current regime to destroy further shareholder value. Our slate, including Sarissa candidates that helped turn around The Medicines Company until its ultimate sale for nearly $10 billion, has the qualifications and the experience to help guide Amarin through this critical period.

We urge all shareholders to vote “FOR” the Sarissa Nominees and “FOR” the removal of Chairman Per Wold-Olsen on or prior to the deadline on Tuesday, February 21, 2023.

You can vote on the blue proxy card or the white proxy card but if you want to fully support Sarissa, you must make sure that all “FOR” boxes are marked on your proxy card (blue or white) before you submit it.

If you have any questions on how to vote, we recommend that you contact Sarissa’s proxy solicitor, D.F. King, by calling (800) 331-7024 or emailing AMRN@dfking.com.

Visit our website at www.freeamarin.com for helpful information about Sarissa and the need for change at Amarin.

IF YOU ALREADY VOTED “FOR” ALL PROPOSALS AND SUBMITTED YOUR BLUE PROXY CARD, THERE IS NOTHING ELSE YOU NEED TO DO TO SUPPORT SARISSA’S NOMINEES. YOU DO NOT NEED TO VOTE AGAIN.

The General Meeting of Amarin shareholders is scheduled for February 28, 2023, BUT TO MAKE SURE YOUR VOTE COUNTS, SUBMIT YOUR VOTE ON OR BEFORE TUESDAY, FEBRUARY 21, 2023.


 
Additional Information

Sarissa Capital Management LP (“Sarissa Capital”), together with other participants, filed a definitive proxy statement and an accompanying blue proxy card with the SEC on January 31, 2023, in connection with the solicitation of shareholders of Amarin Corporation plc (the “Company”) at the general meeting of the Company for the election of Sarissa Capital’s slate of highly-qualified nominees (the “General Meeting”). Shareholders are advised to read the definitive proxy statement and other relevant documents related to the General Meeting as they contain important information.

The definitive proxy statement and other relevant documents are available at no charge on the SEC’s website at www.sec.gov and at www.freeamarin.com. The definitive proxy statement and other relevant documents are also available at no charge by directing a request to Sarissa Capital’s proxy solicitor, D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005 (Shareholders can call toll-free: (800) 331-7024).

Contact:
Jean Puong
Sarissa Capital Management LP
info@sarissacap.com

#FreeAmarin