Sarissa Capital Management SC 13D/A Ariad Pharmaceuticals Inc

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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, 3^rd 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 PersonAuthorized to Receive Notices and Communications)

August 18, 2014

(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 8 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSON ORI.R.S. IDENTIFICATION NO. OF ABOVE PERSONSarissa 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 FUNDSWC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSONWITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER12,850,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER12,850,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON12,850,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)6.87%
14	TYPE OF REPORTING PERSON PN

CUSIP No.  04033A100 Page 3 of 8 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSON ORI.R.S. IDENTIFICATION NO. OF ABOVE PERSONAlexander J. Denner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)  o     (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDSWC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATIONUnited States
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSONWITH		7	SOLE VOTING POWER
		8	SHARED VOTING POWER12,850,000
		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER12,850,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON12,850,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)6.87%
14	TYPE OF REPORTING PERSON IN

CUSIP No.  04033A100 Page 4 of 8 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSON ORI.R.S. IDENTIFICATION NO. OF ABOVE PERSONSarissa 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 FUNDSWC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATIONCayman Islands
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSONWITH		7	SOLE VOTING POWER5,051,335
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER5,051,335
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON5,051,335
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)2.70%
14	TYPE OF REPORTING PERSON PN

CUSIP No.  04033A100 Page 5 of 8 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSON ORI.R.S. IDENTIFICATION NO. OF ABOVE PERSONSarissa 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 FUNDSWC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSONWITH		7	SOLE VOTING POWER7,798,665
		8	SHARED VOTING POWER
		9	SOLE DISPOSITIVE POWER7,798,665
		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON7,798,665
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)4.17%
14	TYPE OF REPORTING PERSON PN

CUSIP No.  04033A100 Page 6 of 8 Pages

SCHEDULE 13D

Item 1.  Security and Issuer.

This statement constitutes Amendment No. 2 to the Schedule 13D relating to the Common Stock, par value $0.001 (the “Shares”), issued by ARIAD Pharmaceuticals, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on October 29, 2013 and amended by Amendment No. 1 thereto (as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), 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 Initial Schedule 13D.

Item 3.  Source or Amount of Funds or Other Consideration.

Item 3 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:

The Reporting Persons may be deemed to be the beneficial owners of, in the aggregate, 12,850,000 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $49 million (including commissions). The source of funding for these Shares was the general working capital of the respective purchasers.

Item 5.  Interest in Securities of the Issuer.

Items 5 (a) and (b) of the Initial Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 12,850,000 Shares representing approximately 6.87% of the Issuer's outstanding Shares (based upon the 187,011,551 Shares stated to be outstanding as of July 31, 2014 by the Issuer in the Issuer’s Form 10−Q for the quarterly period ended June 30, 2014).

(b) For purposes of this Schedule 13D:

Sarissa Domestic has sole voting power and sole dispositive power with regard to 7,798,665 Shares.  Sarissa Offshore has sole voting power and sole dispositive power with regard to 5,051,335 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 12,850,000 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 and as controlling the ultimate general partner of each of the Sarissa Funds, 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 12,850,000 Shares held by the Sarissa Funds.

Items 5 (c) of the Initial Schedule 13D is hereby amended by adding the following:

(c) On August 15, 2014, (i) Sarissa Domestic purchased 615,466 Shares at a price of $5.83 per Share and (ii) Sarissa Offshore purchased 234,534 Shares at a price of $5.83 per Share.  These purchases were effected in the open market and represent all transactions with respect to the 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 August 19, 2014.

CUSIP No.  04033A100 Page 7 of 8 Pages

SCHEDULE 13D

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Initial Schedule 13D is hereby amended by adding the following:

On August 18, 2014, Sarissa Domestic purchased $5,340,720 in aggregate principal amount of the Issuer’s 3.625% Convertible Senior Notes due 2019 and Sarissa Offshore purchased $3,459,280 in aggregate principal amount of the Issuer’s 3.625% Convertible Senior Notes due 2019.

CUSIP No.  04033A100 Page 8 of 8 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:  August 19, 2014

SARISSA CAPITAL MANAGEMENT LP
By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: General Counsel
SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner
By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: Authorized Person
SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner
By:	/s/ Mark DiPaolo
	Name: Mark DiPaolo
	Title: Authorized Person
/s/Alexander J. Denner
Alexander J. Denner