UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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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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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).
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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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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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(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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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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IN
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This Amendment No. 14 to Schedule 13D (“Amendment No. 14”) 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, 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 and
Amendment No. 13 to Schedule 13D filed on September 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. 14 is being filed to amend Item 3, Item 4, Item 5 and Item 7 as follows:
| 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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The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 33,470,000 Shares. The aggregate purchase price of the Shares purchased by the Sarissa Funds as reported in Item 5(c) of this
Amendment No. 14 is approximately $2,080,761. The source of funding for these purchases was the general working capital of the respective purchasers.
| Item 4. |
Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended to include the following:
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On December 4, 2023, Sarissa Capital issued a press release announcing its recent purchases of Shares and its belief that the Shares are undervalued. A copy of the press release is attached as Exhibit 16 hereto.
| 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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All of the Shares which the Reporting Persons may be deemed to beneficially own are held directly by the Sarissa Funds. Sarissa Capital, as the investment advisor to the Sarissa Funds, may be deemed
to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares held directly by the Sarissa Funds. By virtue of his position as the Chief Investment Officer of Sarissa Capital and by
virtue of his control of the ultimate general partner of Sarissa Capital, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares held directly by the
Sarissa Funds.
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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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On November 8, 2023, the Sarissa Funds acquired 110,000 Shares at $0.76 per Share in open market transactions, for an aggregate purchase price of $84,227.
On November 8, 2023, the Sarissa Funds acquired 145,434 Shares at $0.75 per Share in open market transactions, for an aggregate purchase price of $111,112.
On November 9, 2023, the Sarissa Funds acquired 500,000 Shares at $0.74 per Share in open market transactions, for an aggregate purchase price of $396,100.
On November 9, 2023, the Sarissa Funds acquired 50,000 Shares at $0.73 per Share in open market transactions, for an aggregate purchase price of $37,190.
On November 10, 2023, the Sarissa Funds acquired 22,197 Shares at $0.72 per Share in open market transactions, for an aggregate purchase price of $16,002.
On November 13, 2023, the Sarissa Funds acquired 250,000 Shares at $0.70 per Share in open market transactions, for an aggregate purchase price of $176,000.
On November 21, 2023, the Sarissa Funds acquired 119,922 Shares at $0.77 per Share in open market transactions, for an aggregate purchase price of $93,092.
On November 27, 2023, the Sarissa Funds acquired 498,387 Shares at $0.77 per Share in open market transactions, for an aggregate purchase price of $385,372.
On November 28, 2023, the Sarissa Funds acquired 300,000 Shares at $0.74 per Share in open market transactions, for an aggregate purchase price of $224,910.
On November 29, 2023, the Sarissa Funds acquired 270,669 Shares at $0.75 per Share in open market transactions, for an aggregate purchase price of $204,851.
On November 30, 2023, the Sarissa Funds acquired 100,000 Shares at $0.76 per Share in open market transactions, for an aggregate purchase price of $76,940.
On November 30, 2023, the Sarissa Funds acquired 10,000 Shares at $0.75 per Share in open market transactions, for an aggregate purchase price of $7,579.
On December 1, 2023, the Sarissa Funds acquired 257,825 Shares at $0.75 per Share in open market transactions, for an aggregate purchase price of $194,917.
| 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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Exhibit 16 - Press Release, December 4, 2023
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.
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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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INDEX TO EXHIBITS
Exhibit 1 - Joint Filing Agreement of the Reporting Persons*
Exhibit 2 - Press Release, June 15, 2022*
Exhibit 3 - Press Release, October 11, 2022*
Exhibit 4 - Requisition Notice, January 10, 2023*
Exhibit 5 - Press Release, January 10, 2023*
Exhibit 6 - Joint Filing Agreement of the Reporting Persons*
Exhibit 7 - Power of Attorney Granted by Louis Sterling III in favor of Mark DiPaolo and Patrice Bonfiglio, January 10, 2023*
Exhibit 8 - Press Release, January 18, 2023*
Exhibit 9 - Press Release, February 7, 2023*
Exhibit 10 - Press Release, February 9, 2023*
Exhibit 11 - Press Release, February 13, 2023*
Exhibit 12 - Press Release, February 14, 2023*
Exhibit 13 - Press Release, February 17, 2023*
Exhibit 14 - Press Release, February 27, 2023*
Exhibit 15 - Press Release, February 28, 2023*
*Previously filed