UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
|
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 9, 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 4 Pages
|
SCHEDULE 13D
This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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, Amendment No. 7 to Schedule 13D filed on February 6, 2023, and Amendment No. 8 to Schedule 13D filed on June 5, 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 9, 2023, Sarissa Capital issued the press release attached as Exhibit 5 hereto.
Item 7. Material to Be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 5 - Press Release, June 9, 2023
| CUSIP No. G01767105 |
Page 3 of 4 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 12, 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 4 of 4 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*
Exhibit 5 - Press Release, June 9, 2023
* Previously filed.
EXHIBIT 5
SARISSA CAPITAL HIGHLIGHTS MISLEADING CLAIMS MADE BY
ALKERMES IN ITS ATTEMPT TO THWART SHAREHOLDER
REPRESENTATION ON THE BOARD
Greenwich, CT, June 9, 2023 – Sarissa Capital Management LP (“Sarissa”) today issued a presentation detailing the need for shareholder representation on
the board of Alkermes (NASDAQ: ALKS) accessible at the link below:
Presentation: https://upgradealkermes.com/pr060923
For additional information please visit our website at upgradealkermes.com.
If you have any questions regarding your BLUE universal proxy card or need assistance in executing your proxy card, please contact:
D.F. King & Co., Inc.
Shareholders call Toll-Free: (866) 207-3648
All Others Call: (212) 493-6952
Email: ALKS@dfking.com
#UpgradeAlkermes
Your vote at Alkermes’ Annual General Meeting of Shareholders on June 29, 2023 is very important. We urge all shareholders to vote “FOR” the election of the Sarissa Nominees, “AGAINST” the compensation of the Company’s named executive officers, and “FOR” all other proposals in our proxy statement.
You can vote in one of three easy ways: by internet at www.cesvote.com, by telephone at 1-888-693-8683 or by mail using the BLUE universal proxy card and postage-paid envelope sent to you.
If you vote by internet or telephone, you will be required to provide the unique control number printed on your BLUE universal proxy card.
|
Contact:
|
Dayna Packes
Sarissa Capital Management LP
info@sarissacap.com
|
Additional Information
Sarissa Capital Management LP (“Sarissa Capital”), together with other participants, filed a definitive proxy statement and an accompanying BLUE universal
proxy card with the SEC on June 2, 2023, in connection with the solicitation of shareholders of the Company for the 2023 annual general meeting of shareholders (the “Annual Meeting”). Shareholders are advised to read the definitive proxy statement
and other documents related to the Annual Meeting as they contain important information.
The definitive proxy statement and other relevant documents filed by Sarissa Capital are available at no charge on the SEC’s website at www.sec.gov and at
www.upgradealkermes.com. The definitive proxy statement and other relevant documents filed by Sarissa Capital 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: (866) 207-3648).