-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9/sethl88TLttrvuX2ggGzjbSSYHWBropnXWFUUdeCyfZuvCAKchs8K3TsKRtT4 5Bzk2gzDJkLsKKL0sX+lAA== 0000947871-10-001108.txt : 20101209 0000947871-10-001108.hdr.sgml : 20101209 20101209170122 ACCESSION NUMBER: 0000947871-10-001108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101209 DATE AS OF CHANGE: 20101209 GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED CAPITAL GP III LLC GROUP MEMBERS: SAMUEL D. ISALY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 101242921 BUSINESS ADDRESS: STREET 1: FIRST FLOOR, BLOCK 3, THE OVAL, STREET 2: SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 6699 020 MAIL ADDRESS: STREET 1: FIRST FLOOR, BLOCK 3, THE OVAL, STREET 2: SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 IRS NUMBER: 133976876 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 3RD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126845700 MAIL ADDRESS: STREET 1: 767 3RD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 ss106941_sc13da.htm AMENDMENT NO. 4
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Amendment No. 4)
 
Under the Securities Exchange Act of 1934

Amarin Corporation plc 

(Name of Issuer)
 
Ordinary Shares, 50 pence par value per share 

(Title of Class of Securities)
 
02311107 

(CUSIP Number)
 
OrbiMed Advisors LLC
OrbiMed Capital GP III LLC
Samuel D. Isaly
767 Third Avenue
New York, NY 10017
Telephone:  (212) 739-6400


(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
December 6, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 §§ 240.13d-7(b) 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 (“Act”) 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).
 
(Continued on following pages)
 


 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  02311107
 
Page 2 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
OrbiMed Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
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
 
11,125,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,125,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,125,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.53%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IA
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No.  02311107
 
Page 3 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
OrbiMed Capital GP III LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
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
 
11,019,881
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,019,881
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,019,881
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.43%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 

 
 
SCHEDULE 13D
 
CUSIP No.  02311107
 
Page 4 of 11 Pages
         
1
NAME OF REPORTING PERSONS
 
Samuel D. Isaly
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
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
 
11,125,000
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
11,125,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
11,125,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.53%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 

 
 
Item 1. 
Security and Issuer.
 
The class of equity securities to which this statement relates is Ordinary Shares (Shares) of Amarin Corporation plc (the Issuer), each Ordinary Share represented by one American Depositary Share (ADS). The ADSs are listed on Nasdaq. The Issuer’s principal offices are located at First Floor, Block 3, The Oval, Shelbourne Road, Ballsbridge, Dublin 4, Ireland.
 
Item 2. 
Identity and Background.
 
(a)  This Statement is being filed by OrbiMed Advisors LLC, a limited liability company organized under the laws of Delaware, OrbiMed Capital GP III LLC, a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).
 
(b) – (c)  OrbiMed Advisors LLC, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities, as more particularly described in Item 6 below.  OrbiMed Advisors LLC has its principal offices at 767 Third Avenue, 30th Floor, New York, New York 10017.
 
OrbiMed Capital GP III LLC is the general partner of a limited partnership that holds Shares, as more particularly described in Item 6 below.  OrbiMed Capital GP III LLC has its principal offices at 767 Third Avenue, 30th Floor, New York, New York 10017.
 
Isaly, a natural person, owns a controlling interest in OrbiMed Advisors LLC.
 
The directors and executive officers of OrbiMed Advisors LLC and OrbiMed Capital GP III LLC are set forth on Schedules I and II, attached hereto.  Schedules I and II set forth the following information with respect to each such person:
 
 
(i)
name;
 
 
(ii)
business address (or residence address where indicated);
 
 
(iii)
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
 
 
(iv)
citizenship.
 
(d) – (e)  During the last five years, neither the Reporting Persons nor any Person named in Schedules I or II have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 finding any violation with respect to such laws.
 
 
 

 
 
Item 3. 
Source and Amount of Funds or Other Considerations.
 
On and prior to the close of December 6, 2010, OrbiMed Advisors LLC and OrbiMed Capital GP III LLC, pursuant to their authority under the limited partnership agreements of OrbiMed Private Investments III, LP (“OPI III”) (formerly known as Caduceus Private Investments III, LP) and OrbiMed Associates III, LP (“Associates”), respectively, as more particularly referred to in Item 6 below, caused OPI III and Associates to dispose of in the aggregate 1,375,000 Shares (all such Shares were purchased more than 60 days prior to September 10, 2010).
 
 As a result of the transactions described in this Item 3, the Reporting Persons may be deemed to be the beneficial owners of approximately 10.53% of the outstanding Shares. OrbiMed Capital GP III LLC, as the general partner of OPI III, may be deemed to be the beneficial owner of approximately 10.43% of the Shares.  OrbiMed Advisors LLC, as the managing member of OrbiMed Capital GP III LLC and general partner of Associates, may be deemed to be the beneficial owner of approximately 10.53% of the Shares.  Isaly, as the owner of a controlling interest in OrbiMed Advisors LLC, may be deemed to be the beneficial owner of approximately 10.53% of Shares.
 
None of the Reporting Persons have acquired or disposed of any additional Shares of the Issuer since December 6, 2010.
 
Item 4. 
Purpose of Transaction.
 
As described more fully in Item 3 above, this statement relates to the disposition of Shares by the Reporting Persons.  The Shares initially had been acquired (and those that continue to be held, are held) by the Reporting Persons for the purpose of making an investment in the Issuer and not with the intention of acquiring control of the Issuers business on behalf of OPI III or Associates.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s Shares in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer’s Shares or otherwise, they may acquire Shares or other securities of the Issu er either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.
 
Except as set forth above, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, (e) any material change in the Issuer’s capitalization or dividend policy,
 
 
 

 
 
(f) any other material change in the Issuer’s business or corporate structure, (g) any change in the Issuer’s charter or bylaws or other or instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer’s securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above.

Item 5. 
Interest in Securities of the Issuer.
 
(a) – (b)  As of this date of this filing, OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Isaly may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares described in Item 3.  Based upon information contained in the most recent available filing by the Issuer with the SEC, such Shares constitute approximately 10.53% of the issued and outstanding Shares.  As a result of the agreements and relationships described in Items 2 and 3 above and Item 6 below, OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Isaly share power to direct the vote and to direct the disposition of the Shares described in Item 3.
 
(c) Except as disclosed in Item 3, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
 
(d) Not applicable.
 
(e) Not applicable.

 
Item 6. 
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
In addition to the relationships between the Reporting Persons described in Items 2, 3 and 5, OrbiMed Capital GP III LLC is the sole general partner of OPI III, pursuant to the terms of the limited partnership agreement of OPI III, and OrbiMed Advisors LLC is the sole managing member of OrbiMed Capital GP III LLC, pursuant to the terms of the limited liability company agreement of OrbiMed Capital GP III LLC. OrbiMed Advisors LLC is also the sole general partner of Associates, pursuant to the terms of the limited partnership agreement of Associates. Pursuant to these agreements and relationships, OrbiMed Advisors LLC and OrbiMed Capital GP III LLC have discretionary investment management authority with respect to the assets of OPI III and Associates. Such authority includes the power to vote and otherwise dispose of securities purchased b y OPI III and Associates. The number of outstanding Shares of the Issuer attributable to OPI III is 7,552,900 Shares and Warrants to purchase 3,466,981 Shares and to Associates is 72,100 Shares and Warrants to purchase 33,019 Shares. OrbiMed Advisors LLC, pursuant to its authority as the managing member of OrbiMed Capital GP III LLC and the general partner of Associates, may be considered to hold indirectly 7,625,000 Shares and Warrants to purchase 3,500,000 Shares and OrbiMed Capital GP III LLC, pursuant to its authority as the general partner of OPI III, may be considered to hold indirectly 7,552,900 Shares and Warrants to purchase 3,466,981 Shares.
 
Other than the agreements and the relationships mentioned above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.
      
 
 

 
 
Item 7. 
Materials to be Filed as Exhibits.
 
 
A.         
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly
 
 
 
 
 
 
 
 
 

 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 Dated:  December 9, 2010
 
  OrbiMed Advisors LLC  
       
 
By:
/s/ Samuel D. Isaly  
    Name:  Samuel D. Isaly  
    Title:  Managing Member  
       
  OrbiMed Capital GP III LLC  
     
  By: OrbiMed Advisors LLC,
its Managing Member 
 
       
 
By:
/s/ Samuel D. Isaly  
    Name:  Samuel D. Isaly  
    Title:  Managing Member
     
 
 
 
By:
/s/ Samuel D. Isaly  
    Name:  Samuel D. Isaly  
 
 
 
 

 
 
 Schedule I
 
The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 767 Third Avenue, New York, NY 10017.
 
 
Name
Position with Reporting
Person
 
Principal Occupation
Samuel D. Isaly
Managing Member
Member
OrbiMed Advisors LLC
Michael B. Sheffery
Member
Member
OrbiMed Advisors LLC
Carl L. Gordon
Member
Member
OrbiMed Advisors LLC
Sven H. Borho
German and Swedish Citizen
Member
Member
OrbiMed Advisors LLC
Jonathan T. Silverstein
Member
Member
OrbiMed Advisors LLC
W. Carter Neild
Member
Member
OrbiMed Advisors LLC
Geoffrey C. Hsu  Member
Member
OrbiMed Advisors LLC 
Eric A. Bittelman
Chief Financial Officer and
Chief Compliance Officer
CFO/CCO
OrbiMed Advisors LLC
 
Schedule II
 
The business and operations  of OrbiMed Capital GP III LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.
 
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit
Description
Page No.
A.
Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP III LLC and Samuel D. Isaly
A-1
 
 
 
 
 
 
 
 
 

 
EX-99.A 2 ss106941_ex99a.htm JOINT FILING AGREEMENT
 
Exhibit A
 
JOINT FILING AGREEMENT
 

 
The undersigned hereby agree that the Statement on this Schedule 13D, dated December 9, 2010 (the “Schedule 13D”), with respect to the Ordinary Shares, 50 pence par value per share, of Amarin Corporation plc is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13D.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 9th day of December, 2010.
 
  OrbiMed Advisors LLC  
       
 
By:
/s/ Samuel D. Isaly  
    Name:  Samuel D. Isaly  
    Title:  Managing Member   
       
  OrbiMed Capital GP III LLC  
     
  By: OrbiMed Advisors LLC, its
Managing Member 
 
       
 
By:
/s/ Samuel D. Isaly  
    Name:  Samuel D. Isaly  
    Title:  Managing Member 
     
 
 
 
By:
/s/ Samuel D. Isaly  
    Name:  Samuel D. Isaly    
 
 
 
 
 
 
 
 

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