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) |
January 13, 2022
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(Date of Event which Requires Filing of this Statement)
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0 |
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8
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SHARED VOTING POWER
24,000,000 |
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9
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SOLE DISPOSITIVE POWER
0 |
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10
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SHARED DISPOSITIVE POWER
24,000,000 |
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06% (1) |
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14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alexander J. Denner, Ph.D. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☐
|
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS
AF |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0 |
||
8
|
SHARED VOTING POWER
24,000,000 |
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9
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SOLE DISPOSITIVE POWER
0 |
|||
10
|
SHARED DISPOSITIVE POWER
24,000,000 |
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,000,000 |
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.06% (1) |
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14
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TYPE OF REPORTING PERSON
IN
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(a)
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The persons filing this Schedule 13D are Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”) and Alexander J. Denner, Ph.D., a citizen of the United States of America (“Dr.
Denner” and together with Sarissa Capital, the “Reporting Persons”).
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(b)
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The principal business address of Sarissa Capital and Dr. Denner is c/o Sarissa Capital Management LP, 660 Steamboat Road, Greenwich, CT 06830.
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(c)
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Sarissa Capital’s principal business is serving as investment advisor to the Sarissa Funds. The principal business of each of the Sarissa Funds is making investments. Dr. Denner’s principal occupation is
serving as the Chief Investment Officer of Sarissa Capital.
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(d)
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None of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any manager or executive officer of Sarissa Capital, has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any manager or executive officer of Sarissa Capital, has, during the past five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or a finding of any violation with respect to such laws.
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(f)
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Dr. Denner is a citizen of the United States of America.
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(a)
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The Reporting Persons may be deemed to beneficially own, in the aggregate, 24,000,000 Shares representing approximately 6.06% of the outstanding Shares, based upon the 395,825,887 Shares outstanding as of
October 29, 2021, including 395,629,060 ADSs and 196,827 Ordinary Shares, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 3, 2021.
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(b)
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For purposes of this Schedule 13D:
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(c)
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On November 26, 2021, the Sarissa Funds acquired 150,000 and 100,000 Shares at approximately $3.69 and $3.63 per Share, respectively, in open market transactions, for an aggregate purchase price of
$920,365.59.
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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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Name
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Position
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Alexander J. Denner, Ph.D.
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Chief Investment Officer of Sarissa Capital Management LP
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Mark DiPaolo
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Senior Partner and General Counsel of Sarissa Capital Management LP
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Patrice Bonfiglio
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Chief Financial Officer and Chief Compliance Officer of Sarissa Capital Management LP
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Eric Vincent
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President of Sarissa Capital
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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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