Sec Form 13D Filing - Sarissa Capital Management LP filing for Alkermes plc. (ALKS) - 2023-06-05

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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. 8)*

Alkermes Public Limited Company
(Name of Issuer)
 
Ordinary shares, $0.01 par value
(Title of Class of Securities)
 
G01767105
(CUSIP Number)
 
Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
June 5, 2023
(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 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).




CUSIP No. G01767105
Page 2 of 6 Pages
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Sarissa Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ☐    
(b)    ☐   
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 

6
CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER

0
8
SHARED VOTING POWER

14,040,000
9
SOLE DISPOSITIVE POWER

0
10
SHARED DISPOSITIVE POWER

14,040,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,040,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.45%
14
TYPE OF REPORTING PERSON
 
PN


CUSIP No. G01767105
Page 3 of 6 Pages
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Alexander J. Denner, Ph.D.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)    ☐   
(b)    ☐   
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 

6
CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER

0
8
SHARED VOTING POWER

14,040,000
9
SOLE DISPOSITIVE POWER

0
10
SHARED DISPOSITIVE POWER

14,040,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,040,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.45%
14
TYPE OF REPORTING PERSON
 
IN


CUSIP No. G01767105
Page 4 of 6 Pages
SCHEDULE 13D

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to ordinary shares, par value $0.01 per share (“Common Stock” and, such shares, the “Shares”), issued by Alkermes Public Limited Company, a company incorporated under the laws of Ireland (the “Issuer”), and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed on May 27, 2021, Amendment No. 2 to Schedule 13D filed on September 10, 2021, Amendment No. 3 to Schedule 13D filed on November 19, 2021, Amendment No. 4 to Schedule 13D filed on January 10, 2022, Amendment No. 5 to Schedule 13D filed on July 6, 2022, Amendment No. 6 to Schedule 13D filed on October 7, 2022, and Amendment No. 7 to Schedule 13D filed on February 6, 2023 (the Initial Schedule 13D, as so amended, the “Schedule 13D”), on behalf of the Reporting Persons, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.
Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to include the following:

On June 5, 2023, Sarissa Capital issued the press release attached as Exhibit 4 hereto.

Item 5.
Interest in Securities of the Issuer.

Item 5(a) of the Schedule 13D is hereby amended and restated as follows:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 14,040,000 Shares representing approximately 8.45% of the outstanding Shares, based upon 166,092,464 Shares stated to be outstanding as of April 17, 2023, as set forth in the definitive proxy statement of the Issuer filed with the U.S. Securities and Exchange Commission on May 25, 2023.

Item 7.
Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to include the following:

Exhibit 4 - Press Release, June 5, 2023

CUSIP No. G01767105
Page 5 of 6 Pages
SCHEDULE 13D

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.

Dated:  June 5, 2023

SARISSA CAPITAL MANAGEMENT LP

By: 
/s/ Mark DiPaolo
 
 
Name: Mark DiPaolo
 
 
Title: Senior Partner, General Counsel
 
 
 
 
/s/Alexander J. Denner 
 
Alexander J. Denner 
 
      

CUSIP No. G01767105
Page 6 of 6 Pages
SCHEDULE 13D

INDEX TO EXHIBITS

Exhibit 1 - Form 8-K of the Issuer filed with the U.S. Securities and Exchange Commission on April 30, 2021 (incorporated by reference in this Schedule 13D)*

Exhibit 2 - Joint Filing Agreement of the Reporting Persons, dated as of May 10, 2021*

Exhibit 3 - Press Release, July 6, 2022*
 
Exhibit 4 - Press Release, June 5, 2023

 * Previously filed.