Sec Form 13D Filing - Sarissa Capital Management LP filing for Amarin Corporation plc (AMRN) - 2023-02-08

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

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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CUSIP No. 023111206

SCHEDULE 13D

Page 2 of 8 Pages

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) 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 and Amendment No. 5 to Schedule 13D filed on January 19, 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. 6 is being filed to amend Item 4, Item 5(a) and (b), Item 6 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 7, 2023, Sarissa Capital issued the press release attached as Exhibit 9 hereto.

Item 5.  Interest in Securities of the Issuer. Item 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:

All of the Shares which the Sarissa 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.

Mr. Sterling has sole power to vote and dispose the Sterling Shares.

The Sarissa Reporting Persons and Mr. Sterling may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own, in the aggregate, 25,279,772 Shares representing approximately 6.24% of the outstanding Shares. The Sarissa Reporting Persons disclaim beneficial ownership of the Sterling Shares. Mr. Sterling disclaims beneficial ownership of the Sarissa Shares.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended to include the following:

On January 20, 2023, call options held by Mr. Sterling representing 48,000 Shares expired pursuant to their terms. As a result, as of February 7, 2023, Mr. Sterling may be deemed to beneficially own call options representing 5,500 Shares, which Shares are reflected in the amounts reported in Item 5.

Item 7.  Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:

Exhibit 9 – Press Release, February 7, 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.

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 Re lease, February 7, 2023

*  Previously filed.

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