0000899243-20-030264.txt : 20201103 0000899243-20-030264.hdr.sgml : 20201103 20201103172741 ACCESSION NUMBER: 0000899243-20-030264 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20201030 FILED AS OF DATE: 20201103 DATE AS OF CHANGE: 20201103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management GP LLC CENTRAL INDEX KEY: 0001577566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39640 FILM NUMBER: 201284484 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39640 FILM NUMBER: 201284485 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39640 FILM NUMBER: 201284486 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Acquisition Sponsor LLC CENTRAL INDEX KEY: 0001821671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39640 FILM NUMBER: 201284487 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sarissa Capital Acquisition Corp. CENTRAL INDEX KEY: 0001821682 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981552641 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-10-30 0 0001821682 Sarissa Capital Acquisition Corp. SRSA 0001821671 Sarissa Capital Acquisition Sponsor LLC 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001577524 Sarissa Capital Management LP 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001361754 DENNER ALEXANDER J C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT RD GREENWICH CT 06830 0 0 1 0 0001577566 Sarissa Capital Management GP LLC 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 Class B ordinary shares 2020-10-30 4 J 0 31250 0.00 D Class A ordinary shares 5000000 5000000 D As described in the issuer's registration statement on Form S-1 (File No. 333-249171) under the heading "Description of Securities - Founder Shares," Class B ordinary shares of the issuer, par value $0.0001 per share ("Class B Shares"), will automatically convert into Class A ordinary shares of the issuer, par value $0.0001 per share ("Class A Shares"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustment, and have no expiration date. Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotment option. Sarissa Capital Management LP (the "Managing Member") is the managing member of Sarissa Capital Acquisition Sponsor LLC, the reporting person (the "Sponsor"), and as such, has voting and investment discretion with respect to the ordinary shares held of record by the Sponsor and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. The general partner of the Managing Member is Sarissa Capital Management GP LLC, and the managing member of Sarissa Capital Management GP LLC is Alexander Denner. Alexander Denner also serves as the Chairman and Chief Executive Officer of the issuer. Both Sarissa Capital Management GP LLC and Alexander Denner may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor. (continued from footnote 3) Each of the issuer's officers and directors may hold a direct or indirect interest in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. See Exhibit 99.1 - Power of Attorney for Sarissa Capital Acquisition Sponsor LLC See Exhibit 99.2 - Power of Attorney for Sarissa Capital Management LP See Exhibit 99.3 - Power of Attorney for Alexander Denner See Exhibit 99.4 - Power of Attorney for Sarissa Capital Management GP LLC See Exhibit 99.5 - Joint Filer Information, which is incorporated by reference and describes in further detail the relationships of the reporting persons to the issuer. Sarissa Capital Acquisition Sponsor LLC, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-11-03 Sarissa Capital Management LP, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-11-03 Alexander Denner, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-11-03 Sarissa Capital Management GP LLC, By: /s/ Willkie Farr & Gallagher LLP, Attorney-in-Fact 2020-11-03 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.  execute for and on behalf of the undersigned, in the undersigned's
         capacity as beneficial owner of Sarissa Capital Acquisition Corp.
         (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
         accordance with Section 16(a) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), and the rules thereunder;

     2.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, complete and execute any amendments thereto, and timely
         file such form with the U.S. Securities and Exchange Commission (the
         "SEC") and any securities exchange or similar authority, including
         without limitation the filing of a Form ID or any other documents
         necessary or appropriate to enable the undersigned to file the Forms 3,
         4 and 5 electronically with the SEC;

     3.  seek or obtain, as the undersigned's representative and on the
         undersigned's behalf, information on transactions in the Company's
         securities from any third party, including brokers, employee benefit
         plan administrators and trustees, and the undersigned hereby authorizes
         any such person to release any such information to the undersigned's
         attorney-in-fact appointed by this Limited Power of Attorney and
         approves and ratifies any such release of information; and

     4.  take any other action in connection with the foregoing which, in
         the opinion of such attorney-in-fact, may be of benefit to, in the best
         interest of, or legally required by or for, the undersigned, it being
         understood that the documents executed by such attorney-in-fact on
         behalf of the undersigned pursuant to this Limited Power of Attorney
         shall be in such form and shall contain such information and disclosure
         as such attorney-in-fact may approve in such attorney-in-fact's
         discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

         The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned, is
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 29th day of October, 2020.

                                   Signed and acknowledged:


                                   Sarissa Capital Acquisition Sponsor LLC



                                   By: /s/ Eric Vincent
                                       ---------------------------------
                                   Name:  Eric Vincent
                                   Title: President
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.  execute for and on behalf of the undersigned, in the undersigned's
         capacity as beneficial owner of Sarissa Capital Acquisition Corp.
         (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
         accordance with Section 16(a) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), and the rules thereunder;

     2.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, complete and execute any amendments thereto, and timely
         file such form with the U.S. Securities and Exchange Commission (the
         "SEC") and any securities exchange or similar authority, including
         without limitation the filing of a Form ID or any other documents
         necessary or appropriate to enable the undersigned to file the Forms 3,
         4 and 5 electronically with the SEC;

     3.  seek or obtain, as the undersigned's representative and on the
         undersigned's behalf, information on transactions in the Company's
         securities from any third party, including brokers, employee benefit
         plan administrators and trustees, and the undersigned hereby authorizes
         any such person to release any such information to the undersigned's
         attorney-in-fact appointed by this Limited Power of Attorney and
         approves and ratifies any such release of information; and

     4.  take any other action in connection with the foregoing which, in
         the opinion of such attorney-in-fact, may be of benefit to, in the best
         interest of, or legally required by or for, the undersigned, it being
         understood that the documents executed by such attorney-in-fact on
         behalf of the undersigned pursuant to this Limited Power of Attorney
         shall be in such form and shall contain such information and disclosure
         as such attorney-in-fact may approve in such attorney-in-fact's
         discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

         The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned, is
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 29th day of October, 2020.

                                   Signed and acknowledged:


                                   Sarissa Capital Management LP



                                   By: /s/ Alexander Denner
                                       ---------------------------------
                                   Name:  Alexander Denner, Ph.D.
                                   Title: Founding Partner and Chief
                                          Investment Officer
EX-99.3 4 attachment3.htm EX-99.3 DOCUMENT 
         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.  execute for and on behalf of the undersigned, in the undersigned's
         capacity as a director and officer of Sarissa Capital Acquisition Corp.
         (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
         accordance with Section 16(a) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), and the rules thereunder;

     2.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, complete and execute any amendments thereto, and timely
         file such form with the U.S. Securities and Exchange Commission (the
         "SEC") and any securities exchange or similar authority, including
         without limitation the filing of a Form ID or any other documents
         necessary or appropriate to enable the undersigned to file the Forms 3,
         4 and 5 electronically with the SEC;

     3.  seek or obtain, as the undersigned's representative and on the
         undersigned's behalf, information on transactions in the Company's
         securities from any third party, including brokers, employee benefit
         plan administrators and trustees, and the undersigned hereby authorizes
         any such person to release any such information to the undersigned's
         attorney-in-fact appointed by this Limited Power of Attorney and
         approves and ratifies any such release of information; and

     4.  take any other action in connection with the foregoing which, in
         the opinion of such attorney-in-fact, may be of benefit to, in the best
         interest of, or legally required by or for, the undersigned, it being
         understood that the documents executed by such attorney-in-fact on
         behalf of the undersigned pursuant to this Limited Power of Attorney
         shall be in such form and shall contain such information and disclosure
         as such attorney-in-fact may approve in such attorney-in-fact's
         discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

         The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned, is
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 29th day of October, 2020.

                                   Signed and acknowledged:



                                /s/ Alexander Denner
                               -----------------------------------------
                                              Signature


                                         Alexander Denner, Ph.D.
                               -----------------------------------------
                                             Printed Name
EX-99.4 5 attachment4.htm EX-99.4 DOCUMENT 
         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby constitutes and
appoints Willkie Farr & Gallagher LLP the undersigned's true and lawful
attorney-in-fact to:

     1.  execute for and on behalf of the undersigned, in the undersigned's
         capacity as beneficial owner of Sarissa Capital Acquisition Corp.
         (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in
         accordance with Section 16(a) of the Securities Exchange Act of 1934,
         as amended (the "Exchange Act"), and the rules thereunder;

     2.  do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, complete and execute any amendments thereto, and timely
         file such form with the U.S. Securities and Exchange Commission (the
         "SEC") and any securities exchange or similar authority, including
         without limitation the filing of a Form ID or any other documents
         necessary or appropriate to enable the undersigned to file the Forms 3,
         4 and 5 electronically with the SEC;

     3.  seek or obtain, as the undersigned's representative and on the
         undersigned's behalf, information on transactions in the Company's
         securities from any third party, including brokers, employee benefit
         plan administrators and trustees, and the undersigned hereby authorizes
         any such person to release any such information to the undersigned's
         attorney-in-fact appointed by this Limited Power of Attorney and
         approves and ratifies any such release of information; and

     4.  take any other action in connection with the foregoing which, in
         the opinion of such attorney-in-fact, may be of benefit to, in the best
         interest of, or legally required by or for, the undersigned, it being
         understood that the documents executed by such attorney-in-fact on
         behalf of the undersigned pursuant to this Limited Power of Attorney
         shall be in such form and shall contain such information and disclosure
         as such attorney-in-fact may approve in such attorney-in-fact's
         discretion.

         The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.

         The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request and on the behalf of the undersigned, is
not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with, or any liability for the failure to comply
with, any provision of Section 16 of the Exchange Act.

         This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5 with respect
to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each of the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of this 29th day of October, 2020.

                                   Signed and acknowledged:


                                   Sarissa Capital Management GP LLC



                                   By: /s/ Alexander Denner
                                       ---------------------------------
                                   Name:  Alexander Denner, Ph.D.
                                   Title: Managing Member
EX-99.5 6 attachment5.htm EX-99.5 DOCUMENT 
                                                                    Exhibit 99.5


                              Joint Filer Information


Name of Joint Filer:                              Sarissa Capital Management LP


Address of Joint Filer:                           600 Steamboat Road
                                                  Greenwich, CT 06830

Relationship of Joint Filer to Issuer:            10% Owner

Issuer Name and Ticker or Trading Symbol:         Sarissa Capital Acquisition
                                                  Corp. [SRSA]


Date of Event Requiring Statement:
(Month/Day/Year):                                 10/30/2020


Name of Joint Filer:                              Sarissa Capital Management GP
                                                  LLC


Address of Joint Filer:                           600 Steamboat Road
                                                  Greenwich, CT 06830

Relationship of Joint Filer to Issuer:            10% Owner

Issuer Name and Ticker or Trading Symbol:         Sarissa Capital Acquisition
                                                  Corp. [SRSA]


Date of Event Requiring Statement:
(Month/Day/Year):                                 10/30/2020

Name of Joint Filer:                              Alex Denner


Address of Joint Filer:                           600 Steamboat Road
                                                  Greenwich, CT 06830

Relationship of Joint Filer to Issuer:            10% Owner; Director; Officer
Title:                                            Chief Executive Officer

Issuer Name and Ticker or Trading Symbol:         Sarissa Capital Acquisition
                                                  Corp. [SRSA]


Date of Event Requiring Statement:
(Month/Day/Year):                                 10/30/2020