Amendment: SEC Form SCHEDULE 13D/A filed by Amarin Corporation plc
$AMRN
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
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Amarin Corporation PLC/UK (Name of Issuer) |
Ordinary Shares, par value 50 pence per share (Title of Class of Securities) |
023111206 (CUSIP Number) |
Mark DiPaolo Sarissa Capital Management LP, 660 Steamboat Road, 3rd Floor Greenwich, CT, 06830 203-302-2330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/25/2025 (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“Act”) 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).
SCHEDULE 13D
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| CUSIP No. | 023111206 |
| 1 |
Name of reporting person
Sarissa Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
33,470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 023111206 |
| 1 |
Name of reporting person
Alexander J Denner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
33,470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
8.08 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value 50 pence per share | |
| (b) | Name of Issuer:
Amarin Corporation PLC/UK | |
| (c) | Address of Issuer's Principal Executive Offices:
One Central Plaza, 5th Floor, 36 Dame Street, Dublin 2,
IRELAND
, D02 EF64. | |
Item 1 Comment:
This Amendment No. 15 to Schedule 13D ("Amendment No. 15") relates to American Depositary Shares ("ADS(s)"), each ADS presently 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, Amendment No. 10 to Schedule 13D filed on February 21, 2023, Amendment No. 11 to Schedule 13D filed on February 27, 2023, Amendment No. 12 to Schedule 13D filed on February 28, 2023, Amendment No. 13 to Schedule 13D filed on September 5, 2023 and Amendment No. 14 to Schedule 13D filed on December 5, 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. 15 is being filed to amend Item 4 and Item 5(a) as follows: | ||
| Item 4. | Purpose of Transaction | |
On March 25, 2025, Mr. Mark DiPaolo, a member of Issuer's board of directors (the "Board"), notified the Issuer that he does not intend to stand for reelection to the Board at the Issuer's 2025 Annual Meeting of Shareholders. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Persons may be deemed to beneficially own, in the aggregate, 33,470,000 Shares representing approximately 8.08% of the outstanding Shares. Percentages of the outstanding Shares are based upon the 414,186,296 Shares outstanding as of February 28, 2025, including 405,383,488 ADSs, and 8,802,808 Ordinary Shares, as set forth in the Form 10-K of the Issuer filed with the SEC on March 12, 2025. | |
| 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.
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