Description of Beneficial Ownership and Participants
Fund GP LLC is the general partner of Fund GP LP. Fund GP LP is (i) a special member of Catapult, (ii) the general partner of Hawkeye and ISP, and (iii) the sole member of Offshore GP. Offshore GP is the general partner of Offshore, Master II and Athena. Management GP is the general partner of Sarissa Capital. Sarissa Capital is (i) a registered investment advisor to Hawkeye, ISP, Offshore, Master II, Athena, and Atom, and (ii) the managing member of Catapult. Dr. Denner is the managing member of Fund GP LLC and Management GP. Dr. Denner is also (i) the Chief Investment Officer of Sarissa Capital, and (ii) a member of the board of directors of Athena. As such, Dr. Denner is in a position, indirectly, to determine the investment and voting decisions made by each of the other Beneficial Owners.
The principal business address of each of the Participants, other than Dr. Cohen, Mr. Horn, Mr. Sterling, and Ms. Sullivan, is c/o Sarissa Capital Management LP, 660 Steamboat Road, 3rd Floor, Greenwich, CT 06830. The principal business address of Dr. Cohen is 504 East 63rd Street, New York, NY 10065. The principal business address of Mr. Horn is 57 Maria Road, Woodcliff Lake, NJ 07677. The principal business address of Mr. Sterling is 133 N. Gale Drive, Beverly Hills, CA 90211. The principal business address of Ms. Sullivan is 183 S. Spring Mill Road, Villanova, PA 19085.
Fund GP LLC is primarily engaged in the business of serving as the general partner of Fund GP LP. Fund GP LP is primarily engaged in the business of serving as the general partner or member of certain investment funds (including Catapult, Hawkeye, and Offshore GP). Offshore GP is primarily engaged in the business of serving as the general partner or member of certain investment funds (including, Offshore, Master II, and Athena). Management GP is primarily engaged in the business of serving as the general partner of Sarissa Capital. Sarissa Capital is primarily engaged in the business of serving as a registered investment adviser to certain investment funds (including Catapult, Hawkeye, ISP, Offshore, Master II, Athena, and Atom). Dr. Denner is primarily engaged in the business of serving as the Chief Investment Officer of Sarissa Capital. Each of Catapult, Hawkeye, ISP, Offshore, Master II, Athena, and Atom is primarily engaged in the business of investing in securities.
As of the Record Date, the Sarissa Beneficial Owners may be deemed to beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, 25,210,000 Shares, representing approximately [•]% of outstanding Shares. In addition, as of the date hereof, Mr. Sterling may be deemed to separately beneficially own, within the meaning of Rule 13d-3 under the Exchange Act, 69,772 Shares, representing approximately [•]% of outstanding Shares. The Sarissa Reporting Persons and Mr. Sterling may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own, in the aggregate, 25,279,772 Shares representing approximately [•]% of the outstanding Shares. Percentages of outstanding Shares are based upon the [•] Shares stated to be outstanding as of the Record Date by the Company as set forth in the Amarin Proxy Statement. Mr. Sterling disclaims beneficial ownership of the Shares owned by the Sarissa Beneficial Owners. The Sarissa Beneficial Owners disclaim beneficial ownership of the Shares owned by Mr. Sterling.
Catapult has shared voting and dispositive power, except as described herein, with regard to 4,298,200 Shares, of which 1,224,123 are owned of record as of the date hereof. Hawkeye has shared voting and dispositive power, except as described herein, with regard to 3,928,800 Shares, all of which are owned of record as of the date hereof. ISP has shared voting and dispositive power, except as described herein, with regard to 6,663,377 Shares, of which 5,453,377 are owned of record as of the date hereof. Offshore has shared voting and dispositive power, except as described herein, with regard to 6,188,100 Shares, of which 6,187,100 are owned of record as of the date hereof. Master II has shared voting and dispositive power, except as described herein, with regard to 342,600 Shares, all of which are owned of record as of the date hereof. Athena has shared voting and dispositive power, except as described herein, with regard to 3,164,000 Shares, all of which are owned of record as of the date hereof. Atom has shared voting and dispositive power, except as described herein, with regard to 624,923 Shares. Offshore GP has shared voting and dispositive power with regard to 9,694,700 of the Shares and may be deemed to indirectly beneficially own such Shares. Each of Fund GP LLC and Fund GP LP has shared voting and dispositive power with regard to 17,921,700 of the Shares and may be deemed to indirectly beneficially own such Shares. Each of Sarissa Capital, Management GP and Dr. Denner has shared voting and dispositive power with regard to the Shares described in this paragraph and may be deemed to indirectly beneficially own such Shares. None of the Shares beneficially owned by Mr. Sterling are included in the amounts set forth in this paragraph.