UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, 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, 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) |
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 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 12,850,000 | |||
9 | SOLE DISPOSITIVE POWER | |||
10 | SHARED DISPOSITIVE POWER 12,850,000 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,850,000 | |||
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 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 12,850,000 | |||
9 | SOLE DISPOSITIVE POWER | |||
10 | SHARED DISPOSITIVE POWER 12,850,000 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,850,000 | |||
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 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 5,051,335 | ||
8 | SHARED VOTING POWER | |||
9 | SOLE DISPOSITIVE POWER 5,051,335 | |||
10 | SHARED DISPOSITIVE POWER | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,051,335 | |||
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 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 7,798,665 | ||
8 | SHARED VOTING POWER | |||
9 | SOLE DISPOSITIVE POWER 7,798,665 | |||
10 | SHARED DISPOSITIVE POWER | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,798,665 | |||
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 |