Sarissa Capital Management LP

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Sarissa Capital Management LP
CRD #167244
SEC #801-77926
CIK #0001577524
AUM 298.3 M (2026-03-31)
Employees 4 (75% Investors, 0% Brokers)
Fees
Minimum
Phone203-302-2330
Address500 West Putnam Avenue
Greenwich, CT 06830
Source [IAPD] [EDGAR] [Website] [LinkedIn]
Total AUM ($M)
1400112084056028002010201520212027
Fees and Compensation — Form ADV Part 2A (7/8/2026) [Brochure]
ITEM 5 – FEES AND COMPENSATION

Each Advisory Client’s Governing Documents contains a detailed description of the applicable Fund’s fee
schedule. A brief summary of such fees is provided below.

For a full discussion of all fees paid to Sarissa all Investors, clients and prospective investors and
prospective clients should refer to the Governing Documents

Sarissa, or the applicable GP, deducts fees from each Fund’s assets. Investors do not have the ability to
choose to be billed directly for fees incurred.

An asset-based fee (the “Asset-Based Fee”) is payable to Sarissa by the Master Fund, Catapult Fund,
Hawkeye Fund and ISP Fund quarterly in advance, on the first day of each calendar quarter. In addition,
each of the Funds have issued a special interest that entitles the strategic investor to receive distributions
calculated in the same manner, and payable at the same times, as the Asset-Based Fee (each such interest,
an “Asset-Based Special Allocation Interest”). The total annual amount borne by an Investor in respect
of the Asset-Based Fee and the Asset-Based Special Allocation Interest will be equal to 1.00%-1.75%
(depending on the class of interests or shares and other factors set out in the applicable Fund’s Governing
Documents) of the net value of the Investor’s account balance or series of shares, as applicable. The
Asset-Based Fee will be prorated for partial periods.

Investors in the Domestic Feeder and Offshore Feeder will bear only a single level of Asset-Based Fees and
Asset-Based Special Allocation Interests. The Asset-Based Fee and Asset-Based Special Allocation
Interests with respect to the Domestic Feeder and the Offshore Feeder will be calculated at the level of the
Domestic Feeder and Offshore Feeder and applied against their respective Master Fund’s capital accounts
corresponding to the interests/shares with respect to which the Asset-Based Fee and such distributions are
calculated.

Each of the Funds also bear an annual performance-based allocation (the “Incentive Allocation”). In
addition, each of the Funds have issued a special interest that entitles the strategic investor to receive
allocations calculated in the same manner as the Incentive Allocation (each such interest, a “Performance-
Based Special Allocation Interest” and, together with the Asset-Based Special Allocation Interests, the
“Special Allocation Interests”). The total amount borne by an Investor in respect of the Incentive
Allocation and the Performance-Based Special Allocation Interest will be equal to 10%-20% (depending
on the class of interests or shares) of net realized and unrealized appreciation otherwise allocable to such
Investor’s account balance or series of shares, as applicable. The Incentive Allocation is generally
calculated as of the last day of each fiscal year. The Incentive Allocation is subject to a high water-mark
provision, such that generally an Investor will not be subject to an Incentive Allocation until any net loss
previously allocated to such Investor’s account balance or series of shares, as applicable, has been offset
by subsequent net profits.

Investors in the Domestic Feeder and Offshore Feeder will bear only a single level of Incentive Allocation
and allocations with respect to the Performance-Based Special Allocation Interests. The Incentive
Allocation and allocations with respect to the Performance-Based Special Allocation Interests will be
calculated at the Offshore Feeder level and allocated at the Master Fund level.

The Asset-Based Fee, Asset-Based Special Allocation Interests, Incentive Allocation and Performance-
Based Special Allocation Interests will be adjusted for capital contributions and withdrawals/redemptions
made during the applicable period.

The Asset-Based Fee, Asset-Based Special Allocation Interests, Incentive Allocation and Performance-
Based Special Allocation Interests are calculated at different rates depending on the particular class of
interests or shares, as applicable, in which Investors in the Funds subscribe.

The Funds may reduce, waive, or calculate differently the Asset-Based Fee and/or Incentive Allocation
with respect to any Investor, through a side letter, the PPM, or otherwise, including Investors that are
affiliates or employees of Sarissa, entities established for their benefit, charitable organizations sponsored
or managed by such persons and including, in particular, during any wind down of the applicable Fund’s
business.

In addition to Asset-Based Fee and Incentive Allocation payable to Sarissa or the applicable GP, the Funds
will bear their own operating and other expenses, which include, without limitation: investment and trading-
related expenses of the Funds (these are expenses directly related to the investment program and include,
for instance, brokerage commissions, ticket charges, expenses related to short sales, clearing, and settlement
charges, custodial fees, interest expenses, financing charges, initial and variation margin, broken deal
expenses and other transactional charges, fees or costs, consulting, advisory, investment banking, valuation
and any other professional fees or compensation relating to particular investments or contemplated
investments, appraisal fees and expenses, investment-related travel and lodging expenses, and research-
related expenses, including news and quotation equipment and services, market data services, fees to third-
party providers of research, portfolio risk management services, market information systems and/or
computer software and information expenses); costs relating to communications with investors; accounting,
audit and tax preparation and compliance expenses (including preparation costs of financial statements, tax
returns, reports to the Investors); printing and mailing costs, fees of pricing services, valuation firms and
financial modeling services; expenses relating to activist campaigns, such as proxy contests, solicitations
...
Account Minimums and Types of Clients — Form ADV Part 2A (7/8/2026) [Brochure]
ITEM 7 – TYPES OF CLIENTS

Sarissa provides investment advisory services to the Funds.

Each Investor in the Funds must meet the eligibility provisions outlined in the applicable Fund’s Governing
Documents. Generally, the minimum initial capital commitment in each Fund is $10,000,000, and the
minimum additional capital commitment is $500,000. These minimum commitment amounts are subject
to reduction or waiver at the sole discretion of the GPs, but in no event will the minimum initial capital
commitment be less than the statutory minimum required by Cayman Islands law for the Offshore Feeder
(currently $100,000).
Sector Form 13F Holdings Value ($M)
Theravance Inc 49.7
Ironwood Pharmaceuticals Inc 32.3
Amarin Corp PLC UK 24.2
Neurocrine Biosciences Inc 15.4
Cytokinetics Inc 15.1
Lantheus Holdings Inc 12.7
Biohaven Ltd 4.8
Regeneron Pharmaceuticals Inc 3.2
Vor Biopharma Inc 0.5
 
 
Holdings by Sector ($M)
1300104078052026002013201720222027
Type Form D Funds Date Sold AUM
HF ISP Fund LP 2021-03-31 79.5 M
HF Sarissa Capital Master Fund II LP [2021-03-31] 9.0 M 9.8 M
Filed 2024-05-10 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Sarissa Capital Athena Fund Ltd 2020-03-30 59.4 M
HF Sarissa Capital Hawkeye Fund LP 2020-03-30 22.2 M
HF Sarissa Capital Catapult Fund LLC [2018-03-29] 132.3 M 130.7 M
Filed 2025-11-12 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Sarissa Capital Domestic Fund LP [2013-04-02] 351.7 M 321.5 M
Filed 2025-07-16 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
HF Sarissa Capital Offshore Master Fund LP [2013-04-02] 65.9 M
Filed 2025-07-16 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 6 298.3
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 6 298.3
By Discretionary
Discretionary 6 298.3
Non-Discretionary 0 0.0
Total 6 298.3
By Non-United States Persons
Non-United States Persons 39.6
United States Persons 258.8
Total 6 298.3
Form D Directors Role # Filings # Firms 2011 - 2026
Geoff Ruddick Director 256 66
Jonathan Roney Director 99 18
Alexander Denner Director, Executive Officer 6 2
Sarissa Capital Fund GP LP Director 1 1
Mark Dipaolo Executive Officer 1 1
Patrice Bonfiglio Executive Officer 1 1
EDGAR Form CIK 2011 - 2026
13F-HR [0001577524]
3 [0001577524]
4 [0001577524]
SC 13D [0001577524]
SC 13G [0001577524]
Form 13D/13G Filer Form 13D/13G Subject Filed
Sarissa Capital Management LP Amarin Corp PLC UK [2022-01-24]
Sarissa Capital Management LP Alkermes PLC [2021-05-10]
Sarissa Capital Management LP Mersana Therapeutics Inc [2021-01-25]
Sarissa Capital Management LP Biocryst Pharmaceuticals Inc [2021-01-25]
Sarissa Capital Management LP Iterum Therapeutics PLC [2020-11-23]
Sarissa Capital Management LP Medicines Co /DE [2019-05-30]
Sarissa Capital Management LP Regulus Therapeutics Inc [2019-05-17]
Sarissa Capital Management LP Ironwood Pharmaceuticals Inc [2019-05-16]
Sarissa Capital Management LP Mersana Therapeutics Inc [2019-03-11]
Sarissa Capital Management LP Innoviva Inc [2019-02-25]
View All
Firm Profile (Form ADV)
Discretionary AUM$0.6B
ServesInstitutional
Fund TypesHedge Fund
Form 3/4/5 Subject 2011 - 2026
Denner Alexander J
Ironwood Pharmaceuticals Inc
Sarissa Capital Management LP
Theravance Inc
Sarissa Capital Catapult Fund LLC
Sarissa Capital Offshore Master Fund LP
Sarissa Capital Master Fund II LP
Iterum Therapeutics Ltd
Sarissa Capital Hawkeye Fund LP
Sarissa Capital Acquisition Corp
View All
Insider Transaction (Form 3/4/5) Date Action Shares Price Value ($)
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2025-12-15 Grant 4,178 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2025-06-13 Grant 24,193 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2025-06-10 Grant 45,000 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2025-04-02 Grant 10,416 $0.00
Theravance Inc INVA
Common Stock, par value $0.01 per share
2025-03-06 Sell 1,196,746 $17.52 20,966,990
Theravance Inc INVA
Common Stock, par value $0.01 per share
2025-03-05 Sell 270,374 $17.63 4,766,694
Theravance Inc INVA
Common Stock, par value $0.01 per share
2025-03-04 Sell 151,175 $17.63 2,665,215
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2024-12-16 Grant 4,249 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2024-09-16 Grant 3,282 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2024-06-18 Grant 24,311 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2024-06-15 Grant 2,572 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2024-03-15 Grant 1,662 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2023-12-15 Grant 1,347 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2023-09-15 Grant 1,798 $0.00
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2023-06-20 Grant 22,350 $0.00
Theravance Inc INVA
Common Stock, par value $0.01 per share
2023-06-15 Buy 62,000 $13.13 814,060
Ironwood Pharmaceuticals Inc IRWD
Class A Common Stock
2023-06-15 Grant 1,359 $0.00
Theravance Inc INVA
Common Stock, par value $0.01 per share
2023-06-06 Buy 8,000 $13.05 104,400
Theravance Inc INVA
Common Stock, par value $0.01 per share
2023-06-05 Buy 7,000 $13.04 91,280
Theravance Inc INVA
Common Stock, par value $0.01 per share
2023-05-30 Buy 120,000 $13.01 1,561,200
showing 20 of 57 most recent transactions
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