0001140361-23-008863.txt : 20230227 0001140361-23-008863.hdr.sgml : 20230227 20230227160528 ACCESSION NUMBER: 0001140361-23-008863 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230227 DATE AS OF CHANGE: 20230227 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: 23674721 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 brhc10048925_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. 11)*

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 27, 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
SCHEDULE 13D
Page 2 of 4 Pages

This Amendment No. 11 to Schedule 13D (“Amendment No. 11”) 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 and Amendment No. 10 to Schedule 13D filed on February 21, 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. 11 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 27, 2023, Sarissa Capital issued the press release attached as Exhibit 14 hereto.
 
Item 7.
Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit 14 – Press Release, February 27, 2023
 
CUSIP No. 023111206
SCHEDULE 13D
Page 3 of 4 Pages
 
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 27, 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
SCHEDULE 13D
Page 4 of 4 Pages

INDEX TO EXHIBITS

Exhibit 14 – Press Release, February 27, 2023


EX-14 2 brhc10048925_ex14.htm EXHIBIT 14
EXHIBIT 14

SARISSA CAPITAL CONDEMNS AMARIN BOARD FOR FRONTRUNNING RESULTS OF PROXY CONTEST WITH EGREGIOUS EQUITY GRANTS TO EXECUTIVES

Sarissa believes Amarin board acted in bad faith by making these equity grants while refusing to disclose proxy contest results and will hold each director personally accountable

Sarissa urges Amarin CEO Karim Mikhail to repudiate his undeserved equity grants and re-issue them to hard working Amarin employees

Greenwich, CT, February 27, 2023 – Sarissa Capital Management LP (“Sarissa”) today issued the following statement regarding Amarin Corporation plc (NASDAQ: AMRN):

Sarissa is appalled at this latest act of betrayal of the shareholders by the Amarin board. Sarissa has been urging the Amarin board to release the results of the proxy contest for several days.  The board, however, has steadfastly refused, leaving Amarin shareholders to twist in the wind. Now we know why the board has opted to sit on this powder keg of information. Late last week in the stealth of night and right before the General Meeting, the Amarin board disclosed egregious equity grants to executives representing more than 3.6 million shares. CEO Karim Mikhail was given 70% more in equity grants than last year despite the horrendous performance of the company under his leadership. If that is not enough, apparently these grants vest solely based on the passage of time with absolutely no performance criteria.

It is important to note that the board did not make these grants consistent with last year’s timing but instead made them several weeks later than usual and with no disclosure of any kind in its proxy materials. In so doing, the board ensured that it would not have to disclose this betrayal of shareholders until after the voting deadline in this proxy contest had passed.

By making these equity grants in this manner, we believe the board acted in bad faith and engaged in numerous breaches of its fiduciary duties and violations of law. How can a properly functioning board that is abiding by its duties make these grants right before a contested election that could dramatically alter the composition of the board, after the voting deadline has passed, and with no prior disclosure? Bear in mind that at last year’s annual meeting more than a majority of the outstanding stock either abstained or voted against “Say on Pay,” yet this board determines to change the timing of and significantly increase the quantum of executive equity grants. We believe the answer is simple — this board is violating its fiduciary duties and applicable law. Accordingly, we intend to hold each director personally liable to the fullest extent permissible under applicable law.

Karim, last week you sent a self-serving letter to employees in which you thanked all employees for their hard work. Now is the perfect time for you to put your money where your mouth is. Prior equity grants to these employees have been significantly impaired by the incompetence of the Amarin board. If you really care about Amarin employees, then re-issue to these hard-working employees the equity that you clearly do not deserve.

This latest act by the Amarin board is a new low which is saying something given the shameful behavior undertaken by this board to date. We believe now more than ever that Amarin will never see its true potential without major change. Sarissa will work tirelessly to hold bad actors on the Amarin board accountable and to overhaul the board for the benefit of shareholders.

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).

#FreeAmarin

Contact:
 Dayna Packes

Sarissa Capital Management LP

info@sarissacap.com