SEC Form SC 13D/A filed by Amarin Corporation plc (Amendment)
Amarin Corporation plc
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(Name of Issuer)
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Ordinary Shares, par value 50 pence per share
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(Title of Class of Securities)
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023111206
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(CUSIP Number)
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Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 1, 2023
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 023111206
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Page 2 of 7 Pages
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Sarissa Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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33,470,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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33,470,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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33,470,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.20%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 023111206
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Page 3 of 7 Pages
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
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Alexander J. Denner, Ph.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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33,470,000
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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33,470,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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33,470,000
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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8.20%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No. 023111206
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Page 4 of 7 Pages
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SCHEDULE 13D
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Item 3. |
Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended to include the following:
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Item 4. |
Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to include the following:
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Item 5. |
Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated as follows:
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(a) |
The Reporting Persons may be deemed to beneficially own, in the aggregate, 33,470,000 Shares representing approximately 8.20% of the outstanding Shares. Percentages of the outstanding Shares are based upon the 408,291,815 Shares
outstanding as of October 27, 2023, including 387,902,637 ADSs, and 20,389,178 Ordinary Shares, as set forth in the Form 10-Q of the Issuer filed with the SEC on November 1, 2023.
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(b) |
For purposes of this Schedule 13D:
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CUSIP No. 023111206
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Page 5 of 7 Pages
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SCHEDULE 13D
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(c) |
On November 7, 2023 the Sarissa Funds acquired 93,113 Shares at $0.77 per Share in open market transactions, for an aggregate purchase price of $72,470.
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Item 7. |
Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
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CUSIP No. 023111206
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Page 6 of 7 Pages
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SCHEDULE 13D
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Dated: December 5, 2023
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SARISSA CAPITAL MANAGEMENT LP
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By:
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/s/ Mark DiPaolo
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Name: Mark DiPaolo
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Title: Senior Partner, General Counsel
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/s/ Alexander J. Denner
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Alexander J. Denner
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CUSIP No. 023111206
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Page 7 of 7 Pages
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SCHEDULE 13D
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