Formed in January of 2013, Sarissa Capital Management LP (“Sarissa” or the “Firm”) is a Delaware limited
partnership. Sarissa is led by Alexander Denner, Ph.D. and a dedicated team of investment and operations
professionals. Dr. Denner ultimately controls Sarissa through its general partner, Sarissa Capital
Management GP LLC (the “Firm GP”). Dr. Denner is the principal owner of Sarissa and the Firm GP.
As of the date of this Brochure, Sarissa provides discretionary advisory services to the following pooled
investment vehicles, organized as private investment funds (together, “the Funds”):
- Sarissa Capital Catapult Fund LLC, a Delaware limited liability company (the “Catapult Fund”);
- Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership (the “Hawkeye Fund”);
- Sarissa Capital Domestic Fund LP, a Delaware limited partnership (the “Domestic Fund”);
- Sarissa Capital Offshore Fund Ltd, a Cayman Islands exempted company (the “Offshore Fund”);
- Sarissa Capital Domestic Fund II LP, a Delaware limited partnership (the “Domestic Fund II”);
- Sarissa Capital Offshore Fund II Ltd, a Cayman Islands exempted company (the “Offshore Fund
II”);
- Sarissa Capital Master Fund II LP, a Cayman Islands exempted limited partnership (the “Master
Fund II,”
- ISP Fund LP, a Delaware limited partnership (the “ISP Fund”); and
- Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (the
“Master Fund”)
-
The Master Fund and together with the Domestic Fund, Offshore Fund, Catapult Fund, Hawkeye Fund, ,
Domestic Fund II, Offshore Fund II and ISP Fund, (the “Funds”). Offshore Fund, and Offshore Fund II
represent the “Offshore Feeders”, and Domestic Fund and Domestic Fund II, the “Domestic Feeders”.
Master Fund, Master Fund II, Athena Fund will be collectively known as the “Master Funds”.
Sarissa Capital Offshore Fund GP, LLC, a Delaware limited liability company registered as a foreign
company in the Cayman Islands (the “Offshore Fund GP”), serves as the general partner of the Master
Fund, Master Fund II and is a Class M shareholder of the Athena Fund.
Sarissa Capital Fund GP LP, a Delaware limited partnership (the “Onshore Fund GP”) and the sole
member of the Offshore Fund GP, serves as the general partner of the Catapult Fund, Hawkeye Fund, and
ISP Fund. Each of the Onshore Fund GP and Offshore Fund GP is referred to herein as a “GP.”
The Catapult Fund follows an investment program substantially similar to that of the Master Fund, and
generally participates in investments alongside the Master Fund on a pro rata basis subject to tax, legal,
regulatory, current, and expected cash balances and other considerations, and consequently their respective
performances may differ.
The Hawkeye Fund, with respect to long only trades follows an investment program substantially similar
to that of the Master Fund, and generally participates in investments alongside the Master Fund on a pro
rata basis subject to tax, legal, regulatory, current, and expected cash balances and other considerations,
and consequently their respective performances may differ. The Hawkeye fund does not undertake short
trades.
The Master Fund II, with respect to long only trades follows an investment program substantially similar
to that of the Master Fund, and generally participates in investments alongside the Master Fund on a pro
rata basis subject to tax, legal, regulatory, current, and expected cash balances and other considerations,
and consequently their respective performances may differ. Master Fund II does not undertake short trades.
The ISP Fund with respect to long only trades follows an investment program
substantially similar to that
of the Master Fund, and generally participates in investments alongside the Master Fund on a pro rata basis
subject to tax, legal, regulatory, current, and expected cash balances and other considerations, and
consequently their respective performances may differ. The ISP fund does not undertake short trades.
As the investment adviser to the Funds, Sarissa seeks to achieve superior risk-adjusted returns by
constructing a portfolio, primarily across healthcare and related sectors, where there is a significant
discrepancy between market value and intrinsic value. Sarissa will frequently use activism to close this
discrepancy. The Funds’ portfolios will consist largely of exchange-traded securities (mostly equities but
including equity-linked derivatives such as total return swaps and options), but the Funds may also invest
in a broad range of other financial instruments including, but not limited to, over-the-counter (OTC) equity
securities and equity linked derivatives such as total return swaps and options (including index funds),
privately placed securities of public issuers, preferred stock, currencies and fixed income securities
(including credit default swaps). It should be noted that there are no limitations on the markets or types of
instruments in which the Funds may invest. Refer to Item 8 for further details.
Each Fund’s investment objective and strategy is set forth in a confidential private placement memorandum
(and any applicable supplements) provided to each investor in the relevant Fund (each an “Investor”).
Such documents, together with the limited partnership agreements, operating agreements, and other
governing documents of the Funds, are collectively referred to herein as the “Governing Documents.”
In providing services to the Funds, Sarissa provides investment advice directly to each Fund and not
individually to the Investors. Sarissa neither tailors the advisory services it provides to the Funds to the
individual needs of Investors nor accepts Investor-imposed investment restrictions, other than any listed in
the PPM of the Funds.
Sarissa also currently advises one modified separately managed account (“SMA”). When deemed
appropriate for a large or strategic investor, Sarissa may in the future establish additional separately
managed accounts, which may (i) tailor their investment objectives to those of the specific
investor(s)/client(s) and/or (ii) be subject to different investment objectives, terms and/or fees than those of
the Funds. Such investment objectives, fee arrangements and terms will be individually negotiated, and it
should be noted that any such separately managed account relationships would generally be subject to
significant account minimums.
The Funds and the SMA are collectively Sarissa’s “Advisory Clients”. Sarissa generally has broad and
flexible investment authority with respect to its Advisory Clients.
Sarissa does not participate in wrap fee programs.
As of December 31, 2023, Sarissa manages approximately $907,059,318 of Advisory Client regulatory
assets, on a discretionary basis. Generally, there are two classes of investors in the Funds – those that
cannot withdraw or redeem their investment therein until the 36-month anniversary of the date of their
respective investment and those that may withdraw or redeem after a one-year soft lock, up to 25% of their
investment therein each quarter, in both cases, subject to the terms and conditions of the Fund’s Governing
Documents. It is critical that Investors and prospective Investors refer to the relevant Fund’s
Governing Documents for a complete understanding of the terms and conditions of investments
therein.