Sarissa Capital Acquisition (SRSA) SC 13G Sarissa Capital Acquisition / Sarissa Capital Acquisition Sponsor ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sarissa Capital Acquisition Corp.

(Name of Issuer)

CLASS A ORDINARY SHARES, PAR VALUE $0.0001

(Title of Class of Securities)

G7823W 102

(CUSIP Number)

December 31, 2020

(Date of Event which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* 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).

1	NAMES OF REPORTING PERSON   Sarissa Capital Acquisition Sponsor LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   5,000,000 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   5,000,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   20%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

(1) In its capacity as the direct owner of 5,000,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer.

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1	NAMES OF REPORTING PERSONS   Sarissa Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   5,000,000 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   5,000,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   20%
12	TYPE OF REPORTING PERSON   PN

(1) Solely in its capacity as the managing member of Sarissa Capital Acquisition Sponsor LLC.

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1	NAMES OF REPORTING PERSONS   Alexander J. Denner
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   5,000,000 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   5,000,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   20%
12	TYPE OF REPORTING PERSON   IN

(1) Solely in his capacity as managing member of Sarissa Capital Management GP LLC.

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1	NAMES OF REPORTING PERSONS   Sarissa Capital Management GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   5,000,000 (1)
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   5,000,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   20%
12	TYPE OF REPORTING PERSON   OO

(1) Solely in its capacity as the general partner of Sarissa Capital Management LP.

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Item 1(a) Name of Issuer

Sarissa Capital Acquisition Corp. (the “Issuer”)

Item 1(b) Address of the Issuer’s Principal Executive Offices

660 Steamboat Rd., Greenwich, CT 06830.

Item 2(a) Names of Persons Filing

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. Sarissa Capital Acquisition Sponsor LLC (the “Sponsor”);

2. Sarissa Capital Management LP (the “Managing Member”);

3. Alexander J. Denner; and

4. Sarissa Capital Management GP LLC (“General Partner”).

Item 2(b) Address of the Principal Business Office, or if none, Residence

660 Steamboat Rd., Greenwich, CT 06830.

Item 2(c) Citizenship

See responses to Item 4 on each of the cover pages.

Item 2(d) Title of Class of Securities

Class A Ordinary Shares, $0.0001 par value per share.

Item 2(e) CUSIP Number

G7823W 102

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.
☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
☐	(d) Investment company registered under Section 8 of the Investment Company Act.
☐	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
☐	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
☐	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
☐	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
☐	(j) A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
☐	(k) Group, in accordance with Rule 13d-1(b)(1)(ii)(j). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4 Ownership

The responses to Items 5 to 9 and 11 in each of the cover pages of this Schedule 13G are incorporated herein by reference.

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As of December 31, 2020, Sponsor directly holds 5,000,000 Class B Ordinary Shares of the Issuer, representing 20% of the Issuer’s Ordinary Shares issued and outstanding, based on 20,000,000 Class A Ordinary Shares and 5,000,000 Class B Ordinary Shares outstanding as of December 4, 2020, as reported by the Issuer in its quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 4, 2020. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333- 249171).

Managing Member is the managing member of the Sponsor, the reporting person, 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.

General Partner is the general partner of Managing Member and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.

Alexander J. Denner is the managing member of General Partner, and also serves as the Chairman and Chief Executive Officer of the Issuer, and may be deemed to have shared beneficial ownership of the ordinary shares held directly by the Sponsor.

Pursuant to Rule 13d-4 of the Act, the Reporting Persons declare that filing this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this statement except to the extent of such person’s pecuniary interest in the Shares, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following ☐.

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8 Identification and Classification of Members of the Group

Not Applicable

Item 9 Notice of Dissolution of Group

Not Applicable

Item 10 Certification

Not Applicable

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SIGNATURE

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.

Date: February 16, 2021	SARISSA CAPITAL ACQUISITION SPONSOR LLC
	By:	/s/ Patrice Bonfiglio
	Name: Patrice Bonfiglio
	Title: Chief Financial Officer
	SARISSA CAPITAL MANAGEMENT LP
	By:	/s/ Alexander J. Denner
	Name: Alexander J. Denner
	Title: Founding Partner and Chief Investment Officer
	ALEXANDER J. DENNER
	By:	/s/ Alexander J. Denner
	Name: Alexander J. Denner
	SARISSA CAPITAL MANAGEMENT GP LLC
	By:	/s/ Alexander J. Denner
	Name: Alexander J. Denner
	Title: Managing Member

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Exhibit Index

Exhibit No.	Description
Exhibit 1	Joint Filing Agreement, dated as of February 16, 2021, by and among Sarissa Capital Acquisition Sponsor LLC, Sarissa Capital Management LP, Alexander J. Denner and Sarissa Capital Management GP LLC.

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