UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

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 22, 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).

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This Amendment No. 13 to Schedule 13D (“Amendment No. 13”) 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, Amendment No. 11 to Schedule 13D filed on June 16, 2023 and Amendment No. 12 to Schedule 13D filed on June 21, 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 of the Schedule 13D is hereby amended to include the following:

On June 22, 2023, Sarissa Capital issued the press release attached as Exhibit 9 hereto.

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

Exhibit 9 - Press Release, June 22, 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.

EXHIBIT 9

 

INDEPENDENT PROXY ADVISORY FIRM ISS AGREES WITH SARISSA CAPITAL THAT SHAREHOLDERS’ INTERESTS WOULD BE BEST SERVED WITH DIRECT SHAREHOLDER REPRESENTATION ON THE ALKERMES BOARD

Questions the integrity of Chairman and CEO Richard Pops and the accuracy of what management has communicated to the Alkermes Board

Concludes that Alkermes’ leadership lacks either the ability or desire to manage its exorbitant spending

Determines that absent shareholder representation on the Board, Alkermes may “squander” the “windfall” from the recent Janssen decision

Greenwich, CT, June 22, 2023 – Sarissa Capital Management LP (“Sarissa”) today made the following additional statement regarding the recent report on Alkermes plc (NASDAQ: ALKS) issued by independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”):

We commenced this proxy contest on the basis that shareholder representation is essential for Alkermes to reach its true potential. The company has long suffered under the leadership of Chairman and CEO Richard Pops, and the Board has failed to hold him and other members of management accountable, to the significant detriment of the owners of the company—its shareholders. To the contrary, at the urging of Pops, the Board has allowed management to spend almost $10 million dollars of shareholder capital to keep the company’s largest active shareholder, who has a stellar track record and a position worth more than $450 million, out of the boardroom.

Shareholders should ask themselves a simple question – why would a purportedly well-functioning company undertake such actions? The answer is simple: the Board is dominated by a CEO with a tenure of 30 years who has a history of profligate spending, and the last thing that Pops (and his controlled Board) want is a real change agent that will provide the necessary oversight and accountability to run the company for the benefit of its true owners.

You don’t need to take our word for these conclusions. ISS has validated our position and concluded that Sarissa has “made a compelling case that this is the right moment for incremental change in the boardroom.”

Among other concerns about Alkermes, ISS stated in its recent report that:

ISS concluded its analysis by stating that:

Fellow Alkermes shareholders face an important decision at the 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. We hope that shareholders will focus on the substance of the case for change that we have clearly made, as reflected in the ISS report.

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.

 

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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