UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)*

Amarin Corporation plc
(Name of Issuer)
 
Ordinary Shares, par value 50 pence per share
(Title of Class of Securities)
 
023111206
(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)
 
February 28, 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. 023111206
SCHEDULE 13D
Page 2 of 4 Pages

This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) 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 and Amendment No. 11 to Schedule 13D filed on February 27, 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. 12 is being filed to amend Item 4 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 28, 2023, Sarissa Capital issued the press release attached as Exhibit 15 hereto.
 
Item 7.  Material to Be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended to include the following:
 
Exhibit 15 – Press Release, February 28, 2023
 
CUSIP No. 023111206
SCHEDULE 13D
Page 3 of 4 Pages
 
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: February 28, 2023
  
     
SARISSA CAPITAL MANAGEMENT LP
  
     
By:
/s/ Mark DiPaolo
  
 
Name: Mark DiPaolo
  
 
Title: Senior Partner, General Counsel
  
     
/s/ Alexander J. Denner
  
Alexander J. Denner
  
     
/s/ Louis Sterling III
  
Louis Sterling III
  

CUSIP No. 023111206
SCHEDULE 13D
Page 4 of 4 Pages

INDEX TO EXHIBITS

Exhibit 15 – Press Release, February 28, 2023


EXHIBIT 15

SARISSA CAPITAL WINS PROXY CONTEST AGAINST AMARIN BY HUGE LANDSLIDE

Sarissa honored to have received 100 million more votes than Amarin board

Greenwich, CT, February 28, 2023 – Sarissa Capital Management LP today issued the following statement regarding Amarin Corporation plc (NASDAQ: AMRN):

Amarin shareholders have sent a loud and clear message repudiating the incumbent Amarin board. Sarissa thanks fellow shareholders for their support in a resounding victory against the Amarin board. Our estimate is that up to nearly 80% of shareholder votes were in support of Sarissa. As Amarin’s largest shareholder, we are grateful for the opportunity to remake Amarin for the benefit of all shareholders.

Vascepa, the foundation on which Amarin is built, is a tremendous drug that is compelling for patients and payors – a unique proposition for a drug. While there is a lot of work to be done, we remain confident in our ability to leverage Vascepa’s rare and highly beneficial profile to unlock tremendous value for all shareholders.

LET’S GET TO WORK AND FINALLY BEGIN RUNNING AMARIN FOR THE BENEFIT OF ALL SHAREHOLDERS!

Additional Information

Sarissa Capital Management LP (“Sarissa Capital”), together with other participants, filed a definitive proxy statement and an accompanying blue proxy card with the SEC on January 31, 2023, in connection with the solicitation of shareholders of Amarin Corporation plc (the “Company”) at the general meeting of the Company for the election of Sarissa Capital’s slate of highly-qualified nominees (the “General Meeting”). Shareholders are advised to read the definitive proxy statement and other relevant documents related to the General Meeting as they contain important information.

The definitive proxy statement and other relevant documents are available at no charge on the SEC’s website at www.sec.gov and at www.freeamarin.com. The definitive proxy statement and other relevant documents are also available at no charge by directing a request to Sarissa Capital’s proxy solicitor, D.F. King & Co., Inc., 48 Wall Street, New York, New York 10005 (Shareholders can call toll-free: (800) 331-7024).

#FreeAmarin

Contact:
Dayna Packes
Sarissa Capital Management LP
info@sarissacap.com