CUSIP No. 023111107
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amarin Corporation plc
----------------------
(Name of Issuer)
Ordinary Shares, (pound)0.05 par value per share
------------------------------------------------
(Title of Class of Securities)
023111107
---------
(CUSIP Number)
December 6, 2007
----------------
(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)
[x] 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 the
disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica II Management L.P.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Cayman Islands
Number of 5 Sole Voting Power: 5,728,929 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 5,728,929 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
5,728,929 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 4.7%*
12 Type of Reporting Person (See Instructions): PN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 2 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica II Investment GP Co. Ltd.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Cayman Islands
Number of 5 Sole Voting Power: 5,728,929 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 5,728,929 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
5,728,929 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 4.7%*
12 Type of Reporting Person (See Instructions): CO
----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 3 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica II Investments (International), L.P.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Cayman Islands
Number of 5 Sole Voting Power: 3,273,308 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 3,273,308 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
3,273,308 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 2.7%*
12 Type of Reporting Person (See Instructions): PN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 4 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica II Investments (Israel) L.P.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 1,219,208 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 1,219,208 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
1,219,208 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 1.0%*
12 Type of Reporting Person (See Instructions): PN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 5 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica II Investments (P.F.) (Israel), L.P.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 628,309 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 628,309 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
628,309 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): .5%*
12 Type of Reporting Person (See Instructions): PN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 6 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica II/Baxter L.P.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 277,171 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 277,171 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
277,171 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): .2%*
12 Type of Reporting Person (See Instructions): PN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 7 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Medica Investments (Israel) L.P.
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 2,333,448 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 2,333,448 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
2,333,448 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 1.9%*
12 Type of Reporting Person (See Instructions): PN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 8 of 14
CUSIP No. 023111107
1 Name of Reporting Person: Ehud Geller
I.R.S. Identification No. of above person (entities only): N/A
2 Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ]
(b) [x]
3 SEC Use Only
4 Citizenship or Place of Organization: Israel
Number of 5 Sole Voting Power: 8,062,377 Ordinary Shares
Shares
Beneficially 6 Shared Voting Power: -0- Ordinary Shares
Owned by
Each 7 Sole Dispositive Power: 8,062,377 Ordinary Shares
Reporting
Person With 8 Shared Dispositive Power: -0- Ordinary Shares
9 Aggregate Amount Beneficially Owned by Each Reporting Person:
8,062,377 Ordinary Shares
10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions): [ ]
11 Percent of Class Represented by Amount in Row (9): 6.6%*
12 Type of Reporting Person (See Instructions): IN
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 9 of 14
CUSIP No. 023111107
Item 1.
(a) Name of Issuer: Amarin Corporation plc
(b) Address of Issuer's Principal Executive Offices:
110 Cannon Street
London EC4N 6AR
England
Item 2.
(a) Name of Person Filing:
General Partners:
(i) Medica II Management L.P., a Cayman Islands limited partnership
(ii) Medica II Investment GP Co. Ltd., a Cayman Islands company
Investment Funds:
(i) Medica II Investments (International), L.P , a Cayman Islands
limited partnership
(ii) Medica II Investments (Israel) L.P., an Israeli limited partnership
(iii) Medica II Investments (P.F.) (Israel), L.P., an Israeli limited
partnership
(iv) Medica II/Baxter L.P., an Israeli limited partnership
(v) Medica Investments (Israel) L.P., an Israeli limited partnership
Officer/Director/General Partner:
(i) Ehud Geller, an Israeli citizen and an officer and director of
Medica II Investment GP Co. Ltd. and general partner of Medica
Investments (Israel) L.P.
(b) Address of Principal Business Office or, if none, Residence:
The address of each reporting person is:
c/o Medica II Management L.P.
Ackerstein Towers, Building B
11 Hamanofim Street
Herzliya, Israel 46725
(c) Citizenship: Each of the entities or persons identified in 2(a)
above is a company, limited partnership or individual organized
under the laws of the jurisdiction, or is a citizen of the
jurisdiction, as applicable, set forth opposite such entity's or
person's name.
(d) Title of Class of Securities: Ordinary Shares, (pound)0.05 par value
per share ("Ordinary Shares")
(e) CUSIP No.: 023111107
Item 3. Not applicable
Page 10 of 14
CUSIP No. 023111107
Item 4. Ownership
(a) Amount beneficially owned:
(i) Medica II Investment GP Co. Ltd., as the general partner of
Medica II Management L.P., the general partner of each of the
investment funds named in Item 2(a)(i)-(iv) above, may be
deemed to beneficially own 5,397,996 Ordinary Shares held of
record by the investment funds named in Item 2(a)(i)-(iv)
above and the 330,933 Ordinary Shares held of record by Medica
II Management L.P.;
(ii) Medica II Management L.P. is the record holder of 330,933
Ordinary Shares and is the general partner of each of the
investment funds named in Item 2(a)(i)-(iv) above, and it may
be deemed to beneficially own 5,397,996 Ordinary Shares held
of record by the investment funds named in Item 2(a)(i)-(iv)
above;
(iii) Medica II Investments (International) L.P. is the record
holder of 3,273,308 Ordinary Shares.
(iv) Medica II Investments (Israel) L.P. is the record holder of
1,219,208 Ordinary Shares.
(v) Medica II Investments (P.F.) (Israel), L.P. is the record
holder of 628,309 Ordinary Shares.
(vi) Medica II/Baxter L.P. is the record holder of 277,171 Ordinary
Shares.
(vii) Medica Investments (Israel) L.P. is the record holder of
2,333,448 Ordinary Shares.
(viii) Ehud Geller, as the general partner of Medica Investments
(Israel) L.P may be deemed to beneficially own 2,333,448
Ordinary Shares held of record by this fund. In addition, Ehud
Geller is an officer, director and shareholder of Medica II
Investment GP Co., Ltd., which is the general partner of
Medica II Management L.P., which in turn is the general
partner of each of the investment funds named in Item
2(a)(i)-(iv) above, and he may be deemed to beneficially own
330,933 Ordinary Shares held of record by Medica II Management
L.P. and 5,397,996 Ordinary Shares held of record by the
investment funds named in Item 2(a)(i)-(iv) above.
(b) Percent of class*:
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Medica II Management L.P. 4.7%
--------------------------------------------------------------------------
Medica II Investment GP Co. Ltd. 4.7%
--------------------------------------------------------------------------
Medica II Investments (International), L.P. 2.7%
--------------------------------------------------------------------------
Medica II Investments (Israel) L.P. 1.0%
--------------------------------------------------------------------------
Medica II Investments (P.F.) (Israel), L.P. .5%
--------------------------------------------------------------------------
Medica II/Baxter L.P. .2%
--------------------------------------------------------------------------
Medica Investments (Israel) L.P. 1.9%
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Ehud Geller 6.6%
--------------------------------------------------------------------------
-----------------
* Based on 122,766,470 outstanding Ordinary Shares, which was calculated
based on information contained in the Issuer's public filings.
Page 11 of 14
CUSIP No. 023111107
(c) Number of shares as to which such person has: (i) sole voting power;
(ii) shared voting power; (iii) sole dispositive power; (iv)
shared dispositive power:
----------------------------------------------- ---------------------------------------------------
Number of Shares
----------------------------------------------- ---------------------------------------------------
Reporting Person (i) (ii) (iii) (iv)
----------------------------------------------- ------------ ------------- ------------ -----------
General Partners
----------------------------------------------- ------------ ------------- ------------ -----------
Medica II Management L.P. 5,728,929 0 5,728,929 0
----------------------------------------------- ------------ ------------- ------------ -----------
Medica II Investment GP Co. Ltd. 5,728,929 0 5,728,929 0
----------------------------------------------- ------------ ------------- ------------ -----------
----------------------------------------------- ------------ ------------- ------------ -----------
Investment Funds
----------------------------------------------- ------------ ------------- ------------ -----------
Medica II Investments (International), L.P. 3,273,308 0 3,273,308 0
----------------------------------------------- ------------ ------------- ------------ -----------
Medica II Investments (Israel) L.P. 1,219,208 0 1,219,208 0
----------------------------------------------- ------------ ------------- ------------ -----------
Medica II Investments (P.F.) (Israel), L.P. 628,309 0 628,309 0
----------------------------------------------- ------------ ------------- ------------ -----------
Medica II/Baxter L.P. 277,171 0 277,171 0
----------------------------------------------- ------------ ------------- ------------ -----------
Medica Investments (Israel) L.P. 2,333,448 0 2,333,448 0
----------------------------------------------- ------------ ------------- ------------ -----------
----------------------------------------------- ------------ ------------- ------------ -----------
Officer/Director/General Partner
----------------------------------------------- ------------ ------------- ------------ -----------
Ehud Geller 8,062,377 0 8,062,377 0
----------------------------------------------- ------------ ------------- ------------ -----------
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 person has ceased to be the
beneficial owner 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
Not applicable.
Item 8. Identification and Classification of Members of the Group
Each of the Reporting Persons expressly disclaims membership in a
"Group" as defined in Rule 13d-1(b)(ii)(J).
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
Page 12 of 14
CUSIP No. 023111107
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 17, 2007
MEDICA II MANAGEMENT L.P.
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
MEDICA II INVESTMENT GP CO. LTD.
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
Medica II Investments (International), L.P.
Medica II Investments (Israel) L.P.
Medica II Investments (P.F.) (Israel), L.P.
Medica II/Baxter L.P.
By: Medica II Management L.P., their general
partner
By: Medica II Investment GP Co. Ltd., its
general partner
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
MEDICA INVESTMENTS (ISRAEL) L.P.
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
/s/ Ehud Geller
---------------
Ehud Geller
Page 13 of 14
CUSIP No. 023111107
Exhibit I
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of the shares of Ordinary Shares of Amarin
Corporation plc.
EXECUTED as a sealed instrument this 17th day of December, 2007.
MEDICA II MANAGEMENT L.P.
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
MEDICA II INVESTMENT GP CO. LTD.
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
Medica II Investments (International), L.P.
Medica II Investments (Israel) L.P.
Medica II Investments (P.F.) (Israel), L.P.
Medica II/Baxter L.P.
By: Medica II Management L.P., their general
partner
By: Medica II Investment GP Co. Ltd., its
general partner
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
MEDICA INVESTMENTS (ISRAEL) L.P.
By:/s/ Ehud Geller
---------------
Name: Ehud Geller
Title: Director
/s/ Ehud Geller
---------------
Ehud Geller
Page 14 of 14