UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)*

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. 15 to Schedule 13D (“Amendment No. 15”) 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, Amendment No. 12 to Schedule 13D filed on June 21, 2023, Amendment No. 13 to Schedule 13D filed on June 23, 2023 and Amendment No. 14 to Schedule 13D filed on June 27, 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 28, 2023, Sarissa Capital issued the press release attached as Exhibit 11 hereto.

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

Exhibit 11 - Press Release, June 28, 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 11

SARISSA CAPITAL URGES ALKERMES SHAREHOLDERS TO VOTE “FOR” SARAH SCHLESINGER AND “WITHHOLD” INCUMBENT DIRECTOR RICHARD GAYNOR

Independent proxy advisory firm ISS also recommends voting “FOR” Sarah Schlesinger and “WITHHOLD” Richard Gaynor

Sarissa believes adding Sarah Schlesinger to the Alkermes board can unlock shareholder value and help Alkermes achieve its true potential

Greenwich, CT, June 28, 2023 – Sarissa Capital Management LP (“Sarissa”) today released the following letter to shareholders of Alkermes plc (NASDAQ: ALKS):

June 28, 2023

Dear Fellow Alkermes Shareholders:

For over 30 years and over $150 million in compensation, Chairman and CEO Richard Pops has presided over massive destruction of shareholder value at Alkermes, including managing to operate a $1 billion revenue-generating company (nearly one third of which is cost-free royalty income) at a perpetual loss with limited oversight by the board and no accountability to shareholders.

 

Shareholder pressure, including from Sarissa, has only incrementally moved the company in the right direction the last few years. We believe true change will not occur without a strong shareholder presence on the board. Despite Alkermes’ process to refresh the board (a process which we believe was run by Pops), it remains a board largely seemingly devoted to Pops, without shareholder perspectives, and with incumbent directors who have superfluous skill sets. If shareholders are not added to the board, we fear that Pops will continue to run the company as he pleases and never address its fundamental issues.

 

The board steadfastly refuses to add our nominees, including Sarah Schlesinger, who the Nom-Gov committee at Alkermes previously acknowledged would be a qualified board candidate and who ISS recommended that shareholders vote “FOR”. Sarah has extensive expertise in biopharmaceutical R&D and experience serving on the boards of several biopharmaceutical companies, including ARIAD Pharmaceuticals and The Medicines Company, where she helped create meaningful shareholder value.

 

Shareholders face an important decision at the upcoming Alkermes annual shareholder meeting. We need to send a strong message to Chairman and CEO Pops that we will not accept a reversion to the status quo of prolonged underperformance.

We urge our fellow Alkermes shareholders to vote the BLUE universal proxy card “FOR” Sarah Schlesinger to provide much needed oversight and accountability at Alkermes and vote “WITHHOLD” on Richard Gaynor (a cancer specialist whose skills will be unnecessary after the spin of the cancer business in a few months).

Thank you for your continued support.

Sarissa Capital Management LP

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

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.

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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