0000899140-13-000543.txt : 20131029 0000899140-13-000543.hdr.sgml : 20131029 20131029161451 ACCESSION NUMBER: 0000899140-13-000543 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131029 DATE AS OF CHANGE: 20131029 GROUP MEMBERS: ALEXANDER J. DENNER GROUP MEMBERS: SARISSA CAPITAL DOMESTIC FUND LP GROUP MEMBERS: SARISSA CAPITAL OFFSHORE MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARIAD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884731 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 223106987 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48751 FILM NUMBER: 131176561 BUSINESS ADDRESS: STREET 1: 26 LANDSDOWNE ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6174940400 MAIL ADDRESS: STREET 1: 26 LANDSDOWNE CITY: CAMBRIDGE STATE: MA ZIP: 02139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 sschedule13d.htm SCHEDULE 13D sschedule13d.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

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

ARIAD Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
04033A100
(CUSIP Number)
 
Mark DiPaolo
General Counsel
Sarissa Capital Management LP
660 Steamboat Road, 3rd Floor
Greenwich, CT 06830
203-302-2330
 
With a copy to:
Russell Leaf
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
212-728-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
October 21, 2013
(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.  o
 
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.  04033A100
Page 2 of  10 Pages
 
SCHEDULE 13D

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sarissa Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   o    
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
          o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
11,517,148
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
11,517,148
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,517,148
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
      o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.22%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  04033A100
Page 3 of  10 Pages
 
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Alexander J. Denner
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   o    
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
 
8
SHARED VOTING POWER
 
11,517,148
9
SOLE DISPOSITIVE POWER
 
 
10
SHARED DISPOSITIVE POWER
 
11,517,148
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,517,148
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
 
 
      o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.22%
14
TYPE OF REPORTING PERSON
 
IN

 
 

 
 
 
 

 
 
CUSIP No.  04033A100
Page 4 of  10 Pages
 
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sarissa Capital Offshore Master Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   o    
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
4,622,984
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
4,622,984
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,622,984
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
     o
   
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.50%
14
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
 
 
 
 
 
 
 
CUSIP No.  04033A100
Page 5 of  10 Pages
 
SCHEDULE 13D

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Sarissa Capital Domestic Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)   o    
(b)   o    
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
 
      o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
6,894,164
8
SHARED VOTING POWER
 
 
9
SOLE DISPOSITIVE POWER
 
6,894,164
10
SHARED DISPOSITIVE POWER
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,894,164
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
     o
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.72%
14
TYPE OF REPORTING PERSON
 
PN



 
 
 


 
 
CUSIP No.  04033A100
Page 6 of  10 Pages
 
SCHEDULE 13D
 
Item 1.  Security and Issuer.
 
This statement relates to the Common Stock, par value $0.001 (the “Shares”), issued by ARIAD Pharmaceuticals, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 26 Landsdowne Street, Cambridge, Massachusetts 02139.
 
Item 2.  Identity and Background.
 
The persons filing this statement are Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”), Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (“Sarissa Offshore”), Sarissa Capital Domestic Fund LP, a Delaware limited partnership (“Sarissa Domestic”), and Alexander J. Denner, Ph.D., a citizen of the United States of America (collectively, the “Reporting Persons”).

The principal business address of (i) each of Sarissa Capital, Sarissa Domestic and Dr. Denner is c/o Sarissa Capital Management LP, 660 Steamboat Road, 3rd Floor, Greenwich, CT 06830 and (ii) Sarissa Offshore is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.

Sarissa Capital’s principal business is serving as investment advisor to private investment funds, including Sarissa Domestic and Sarissa Offshore (collectively, the “Sarissa Funds”).  The ultimate general partner of each of Sarissa Capital, Sarissa Domestic and Sarissa Offshore is controlled by Dr. Denner.  Dr. Denner’s principal occupation is serving as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner.

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons are set forth in Schedule A attached hereto.

None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.
 
Item 3.  Source or Amount of Funds or Other Consideration.
 
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 11,517,148 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $44 million (including commissions). The source of funding for these Shares was the general working capital of the respective purchasers.
 
Item 4.  Purpose of Transaction.
 
The Reporting Persons acquired the Shares with the belief that the Shares were undervalued.  The Reporting Persons believe that the expertise and experience of its principals would be extremely beneficial to the Issuer and intend to seek representation on the Issuer’s board of directors.  The Reporting Persons recently contacted the Issuer, identified themselves as one of the Issuer’s largest shareholders and requested a dialogue with management and the board. The Reporting Persons reserve the right to take whatever future  action they deem  appropriate  regarding  the Issuer and its  securities under the circumstances as they then exist.  The Reporting Persons may, from time to time and at any time: (i) acquire additional Shares and/or other equity, debt, notes, instruments or other securities (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise; or (iii) engage in any hedging or similar transactions with respect to the Securities.

 
 
 
 
 
 
 
CUSIP No.  04033A100
Page 7 of  10 Pages
 
SCHEDULE 13D
 
Item 5.  Interest in Securities of the Issuer.
 
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 11,517,148 Shares representing approximately 6.22% of the Issuer's outstanding Shares (based upon the 185,106,733 Shares stated to be outstanding as of July 31, 2013 by the Issuer in the Issuer’s Form 10−Q for the quarterly period ended June 30, 2013).

(b) For purposes of this Schedule 13D:

Sarissa Domestic has sole voting power and sole dispositive power with regard to 6,894,164 Shares.  Sarissa Offshore has sole voting power and sole dispositive power with regard to 4,622,984 Shares.  Sarissa Capital, as the investment advisor to the Sarissa Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 11,517,148 Shares held by the Sarissa Funds.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 11,517,148 Shares held by the Sarissa Funds.

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 29, 2013. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market.

Name of Reporting Person
 
Date of Transaction
Amount of Securities
Price Per Share ($)
Sarissa Domestic
October 9, 2013
1,197,200
4.98
Sarissa Domestic
October 10, 2013
108,896
5.47
Sarissa Domestic
October 11, 2013
1,267,884
4.54
Sarissa Domestic
October 14, 2013
239,440
4.31
Sarissa Domestic
October 15, 2013
419,020
4.11
Sarissa Domestic
October 16, 2013
299,300
4.10
Sarissa Domestic
October 17, 2013
299,300
4.45
Sarissa Domestic
October 18, 2013
1,556,360
2.77
Sarissa Domestic
October 21, 2013
1,102,039
2.80
Sarissa Domestic
October 22, 2013
404,725
3.13
       
       
Sarissa Offshore
October 9, 2013
802,800
4.98
Sarissa Offshore
October 10, 2013
73,022
5.47
Sarissa Offshore
October 11, 2013
850,198
4.54
Sarissa Offshore
October 14, 2013
160,560
4.31
Sarissa Offshore
October 15, 2013
280,980
4.11
Sarissa Offshore
October 16, 2013
200,700
4.10
Sarissa Offshore
October 17, 2013
200,700
4.45
Sarissa Offshore
October 18, 2013
1,043,640
2.77
Sarissa Offshore
October 21, 2013
738,989
2.80
Sarissa Offshore
October 22, 2013
271,395
3.13
       
       


 
 
 
 
 
 
CUSIP No.  04033A100
Page 8 of  10 Pages
 
SCHEDULE 13D
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits.

1           Joint Filing Agreement of the Reporting Persons

 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.  04033A100
Page 9 of  10 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:  October 29, 2013
 
SARISSA CAPITAL MANAGEMENT LP
 
 
By:
/s/ Seth Platt                                                                    
 
Name: Seth Platt
 
Title: Chief Operating Officer & Chief Compliance Officer
 
 
SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner
 
 
By:
/s/ Seth Platt                                                                    
 
Name: Seth Platt
 
Title: Authorized Person
 
 
SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner
 
 
By:
/s/ Seth Platt                                                                    
 
Name: Seth Platt
 
Title: Authorized Person
 
 
/s/ Alexander J. Denner                                                                 
Alexander J. Denner

 
 
 
 
 
 
 
 
 
 
CUSIP No.  04033A100
Page 10 of  10 Pages
 
SCHEDULE 13D
 
 
SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

The following sets forth the name, position, and principal occupation of each director and executive officer of each of the Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Sarissa Capital Management LP, 660 Steamboat Road, 3rd Floor, Greenwich, CT 06830. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Reporting Persons own any Shares.

SARISSA CAPITAL MANAGEMENT LP
SARISSA CAPITAL DOMESTIC FUND LP
SARISSA CAPITAL OFFSHORE MASTER FUND LP

Name
Position
   
Alexander J. Denner, Ph.D.
Chief Investment Officer
Richard Mulligan, Ph.D.
Senior Managing Director
Mayu Sris
Managing Director
Mark DiPaolo
General Counsel
Seth Platt
Chief Operating Officer and
 
Chief Compliance Officer

EX-1 2 sexhibit1.htm JOINT FILING AGREEMENT sexhibit1.htm
 
EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d−1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of ARIAD Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 29th day of October, 2013.
 

SARISSA CAPITAL MANAGEMENT LP
 
 
By:
/s/ Seth Platt                                                                    
 
Name: Seth Platt
 
Title: Chief Operating Officer & Chief Compliance Officer
 
 
SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner
 
 
By:
/s/ Seth Platt                                                                    
 
Name: Seth Platt
 
Title: Authorized Person
 
 
SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner
 
 
By:
/s/ Seth Platt                                                                    
 
Name: Seth Platt
 
Title: Authorized Person
 
 
/s/ Alexander J. Denner                                                                 
Alexander J. Denner