Amarin Corp./Sunninghill Schedule 13G - 02/14/07
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Name
of
Issuer)
Ordinary
Shares, 5p par value and American Depositary Shares, representing Ordinary
Shares
(Title
of
Class of Securities)
(CUSIP
Number)
(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).
SCHEDULE
13G
1
NAME OF REPORTING PERSON: Sunninghill Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): n/a
2
CHECK THE APPROXIMATE BOX IF A MEMBER OF A
GROUP (a)
[ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
5 SOLE VOTING POWER
SHARES
BENEFICIALLY
6 SHARED VOTING POWER
OWNED
BY
REPORTING
PERSON
WITH
7 SOLE DISPOSITIVE POWER
8 SHARED
DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10
CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.3.% (based
on
90,684,230 Ordinary Shares represented in writing by an officer of the Issuer
to
be outstanding on December 31, 2006 plus 226,980 Ordinary Shares if outstanding
warrants granted in December 2005 are exercised by Sunninghill)
12
TYPE OF REPORTING PERSON:
1
NAME OF REPORTING PERSON: Dr. John Climax
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): n/a
2
CHECK THE APPROXIMATE BOX IF A MEMBER OF A
GROUP (a)
[ ]
(b)
[ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
5 SOLE VOTING POWER
SHARES
BENEFICIALLY
6 SHARED VOTING POWER
OWNED
BY
REPORTING
PERSON
WITH
7 SOLE DISPOSITIVE POWER
8 SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
10
CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.3% (based
on
90,684,230 Ordinary Shares represented in writing by an officer of
the Issuer to be outstanding on December 31, 2006 plus 226,980 Ordinary Shares
if outstanding warrants granted in December 2005 are exercised by Sunninghill
Limited plus 6,666 if options granted to Dr. Climax in January 2006 that have
since vested are exercised)
12
TYPE OF REPORTING PERSON:
Item
1.
(a)
Name
of
Issuer:
The
name
of the issuer is Amarin Corporation plc (the "Issuer").
(b)
Address
of
Issuer's Principal Executive Offices:
The
principal executive offices of the Issuer are location at 7 Curzon Street,
London W1J 5HG, England.
Item
2.
(a)
Name
of
Person Filing:
This
Schedule 13G Statement (this “Statement”) is hereby filed by Sunninghill
Limited.
(b)
Address
of
Principal Business Office, or, if none, Residence:
Kleinwort
Benson House
St. Helier, Jersey, Channel Islands
(c)
Citizenship:
Jersey,
Channel Islands
(d) Title
of
Class of Securities:
Ordinary
Shares, 5p par value and American Depositary Shares, representing Ordinary
Shares.
(e)
CUSIP
Number: 02311107
(a)
Name
of
Person Filing:
This
Schedule 13G Statement (this “Statement”) is hereby filed by Dr. John
Climax.
(b)
Address
of
Principal Business Office, or, if none, Residence:
South
County Business Park, Leopardstown
Dublin, Ireland
(c)
Citizenship:
Republic
of Ireland
(d)
Title
of
Class of Securities:
Ordinary
Shares, 5p par value and American Depositary Shares, representing Ordinary
Shares.
(e)
CUSIP
Number: 02311107
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
Act
|
(15 U.S.C. 78o);
| |
(b)
|
[ ]
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
|
| |
(c)
|
[ ]
|
Insurance
company as defined in Section 3(a)(19) of the
Act
|
(15 U.S.C. 78c);
| |
(d)
|
[ ]
|
Investment
company registered under Section 8 of the Investment Company Act
of 1940
(15 U.S.C. 80a-8);
|
| |
(e)
|
[ ]
|
An
investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
|
| |
(f)
|
[ ]
|
An
employee benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F);
|
| |
(g)
|
[ ]
|
A
parent holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G);
|
| |
(h)
|
[ ]
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
| |
(i)
|
[ ]
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
|
| |
(j)
|
[ ]
|
Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
|
Item
4. Ownership.
(a)
Amount
beneficially owned:
(i)
by
Sunninghill Limited, 6,607,089
(ii)
by
Dr. John Climax, 6,613,755
(b)
Percent
of
class:
(i)
by
Sunninghill Limited: 7.3.% (based
on
90,684,230 Ordinary Shares represented in writing by an officer of the Issuer
to
be outstanding on December 31, 2006 plus 226,980 Ordinary Shares if outstanding
warrants granted in December 2005 are exercised by Sunninghill)
(ii)
by
Dr. John Climax: 7.3%
(based
on
90,684,230 Ordinary Shares represented in writing by an officer of the Issuer
to
be outstanding on December 31, 2006 plus 226,980 Ordinary Shares if outstanding
warrants granted in December 2005 are exercised by Sunninghill Limited plus
6,666 if options granted to Dr. Climax in January 2006 that have since vested
are exercised)
(c)
Sole
power
to vote or to direct the vote:
(i)
by
Sunninghill Limited: 6,607,089 shares
(ii)
by
Dr. John Climax: 6,613,755
Item
5. Ownership of Five Percent or Less of a Class.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
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.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
Not
applicable.
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.
Dated: February
14, 2007
SUNNINGHILL
LIMITED
/s/
Colin James Le Masurier
Name:
Colin James Le Masurier
Title:
Director
/s/
Simon Johann Kleis
Name:
Simon Johann Kleis
Title:
Director
JOHN
CLIMAX
/s/
John Climax