UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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Alkermes Public Limited Company
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(Name of Issuer)
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Ordinary shares, $0.01 par value
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(Title of Class of Securities)
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G01767105
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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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June 20, 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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CUSIP No. G01767105
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Page 2 of 4 Pages
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SCHEDULE 13D
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This Amendment No. 12 to Schedule 13D (“Amendment No. 12”) 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, Amendment No. 8 to Schedule 13D filed on June 5, 2023, Amendment No. 9 to Schedule 13D filed on June 12,
2023, Amendment No. 10 to Schedule 13D filed on June 14, 2023 and Amendment No. 11 to Schedule 13D filed on June 16, 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.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby amended to include the following:
On June 20, 2023, Sarissa Capital issued the press release attached as Exhibit 8 hereto.
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Item 7.
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Material to Be Filed as Exhibits.
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Item 7 of the Schedule 13D is hereby amended to include the following:
Exhibit 8 - Press Release, June 20, 2023
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CUSIP No. G01767105
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Page 3 of 4 Pages
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SCHEDULE 13D
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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: June 21, 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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CUSIP No. G01767105
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Page 4 of 4 Pages
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SCHEDULE 13D
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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)*
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Exhibit 2 - Joint Filing Agreement of the Reporting Persons, dated as of May 10, 2021*
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Exhibit 3 - Press Release, July 6, 2022*
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Exhibit 4 - Press Release, June 5, 2023*
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Exhibit 5 - Press Release, June 9, 2023*
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Exhibit 6 - Press Release, June 13, 2023*
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Exhibit 7 - Press Release, June 15, 2023*
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Exhibit 8 - Press Release, June 20, 2023
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* Previously filed.
EXHIBIT 8
INDEPENDENT PROXY ADVISORY FIRM ISS CONCLUDES THAT SARISSA CAPITAL HAS MADE A COMPELLING CASE FOR CHANGE TO THE ALKERMES BOARD
ISS recommends that Alkermes shareholders vote the Blue Card “FOR” the election of Sarissa nominee Dr. Sarah Schlesinger to the Alkermes board
ISS recommends that Alkermes shareholders vote “AGAINST” incumbent Alkermes director Richard Gaynor
Greenwich, CT, June 20, 2023 – Sarissa Capital Management LP (“Sarissa”) today made the following announcement regarding the conclusion reached by independent proxy advisory firm ISS that Sarissa has made a
compelling case for change to the board of directors of Alkermes plc (NASDAQ: ALKS):
We are pleased that ISS recognizes the compelling case for change to the Alkermes board. In particular, ISS noted that “the failure to deliver profitability is a sign that [Alkermes] has not done enough to regain shareholders’ trust” and that
“[Sarissa Capital] has made a compelling case that the prolonged inability of the incumbent leadership to transition to profitability warrants change in the boardroom.” Therefore, ISS concludes that shareholders’ interests would be best served by
adding a direct shareholder representative to the Alkermes board.
ISS also concludes that with the pending spin of its cancer business, the value of Alkermes’ incumbent director Richard Gaynor will be reduced and therefore he should be removed from the Alkermes board.
Fellow Alkermes shareholders face an important decision at our upcoming annual shareholder meeting. Like ISS, we believe it is important to add direct shareholder representation to the Alkermes board. In our view, shareholder representation is
critical to unlock the true potential of Alkermes and to provide the necessary oversight and accountability to prevent a reversion to the status quo of the last 30 years of underperformance under the leadership of Chairman and CEO Richard Pops.
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.
For additional information please visit our website at upgradealkermes.com.
#UpgradeAlkermes
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
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.
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Contact:
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Dayna Packes
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Sarissa Capital Management LP
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info@sarissacap.com
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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 are available at no charge on the SEC’s website at www.sec.gov. The definitive proxy statement and other relevant documents filed by Sarissa Capital are also available at no charge
at www.upgradealkermes.com or 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).
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