VIVUS, Inc.
|
(Name of Issuer)
|
Common Stock, $0.001 par value
|
(Title of Class of Securities)
|
928551100
|
(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:
Jeffrey D. Marell
Robert B. Schumer
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 22, 2013
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 928551100
|
SCHEDULE 13D |
Page 2 of 11
|
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) x
(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
0
|
8
|
SHARED VOTING POWER
2,007,099
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,007,099
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,007,099
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.99%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 3 of 11
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander J. Denner, Ph.D.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
0
|
8
|
SHARED VOTING POWER
2,007,099
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
2,007,099
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,007,099
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.99%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 4 of 11
|
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) x
(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
1,024,623
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
1,024,623
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,024,623
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.02%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 5 of 11
|
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) x
(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
982,476
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
982,476
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
982,476
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.98%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 6 of 11
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 7 of 11
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 8 of 11
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Name of Reporting Person
|
Date of Transaction
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Amount of Securities
|
Price Per Share ($)
|
|||
Sarissa Domestic
|
May 8, 2013
|
4,161
|
13.10
|
|||
Sarissa Domestic
|
May 9, 2013
|
84,438
|
13.10
|
|||
Sarissa Domestic
|
May 10, 2013
|
87,180
|
12.88
|
|||
Sarissa Domestic
|
May 14, 2013
|
171,325
|
13.68
|
|||
Sarissa Domestic
|
May 15, 2013
|
48,950
|
13.03
|
|||
Sarissa Domestic
|
May 16, 2013
|
74,190
|
12.42
|
|||
Sarissa Domestic
|
May 17, 2013
|
48,950
|
12.38
|
|||
Sarissa Domestic
|
May 20, 2013
|
116,514
|
12.90
|
|||
Sarissa Domestic
|
May 21, 2013
|
53,068
|
13.19
|
|||
Sarissa Domestic
|
May 22, 2013
|
293,700
|
13.61
|
|||
Sarissa Offshore
|
May 8, 2013
|
4,339
|
13.10
|
|||
Sarissa Offshore
|
May 9, 2013
|
88,060
|
13.10
|
|||
Sarissa Offshore
|
May 10, 2013
|
90,920
|
12.88
|
|||
Sarissa Offshore
|
May 14, 2013
|
178,675
|
13.68
|
|||
Sarissa Offshore
|
May 15, 2013
|
51,050
|
13.03
|
|||
Sarissa Offshore
|
May 16, 2013
|
77,373
|
12.42
|
|||
Sarissa Offshore
|
May 17, 2013
|
51,050
|
12.38
|
|||
Sarissa Offshore
|
May 20, 2013
|
121,512
|
12.90
|
|||
Sarissa Offshore
|
May 21, 2013
|
55,344
|
13.19
|
|||
Sarissa Offshore
|
May 22, 2013
|
306,300
|
13.61
|
CUSIP No. 928551100
|
SCHEDULE 13D |
Page 9 of 11
|
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. 928551100
|
SCHEDULE 13D |
Page 10 of 11
|
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. 928551100
|
SCHEDULE 13D |
Page 11 of 11
|
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
|
|
Very truly yours,
|
||
FIRST MANHATTAN CO.
|
||
By:
|
First Manhattan LLC, General Partner
|
|
By:
|
/s/ Neal K. Stearns
|
|
Name:
|
Neal K. Stearns
|
|
Title:
|
Managing Member
|
Agreed to and accepted as
of the date first written above:
|
/s/ Alexander J. Denner |
Name: Alexander J. Denner
|
/s/ Alexander J. Denner
|
|
Alexander J. Denner
|