SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* DENNER ALEXANDER J (Last) (First) (Middle) C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/22/2013	3. Issuer Name and Ticker or Trading Symbol VIVUS INC [ VVUS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes 1,2	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	2,007,099(1)(2)(3)	I	See Footnotes(4)(5)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* DENNER ALEXANDER J (Last) (First) (Middle) C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes 1,2

1. Name and Address of Reporting Person* Sarissa Capital Management LP (Last) (First) (Middle) 660 STEAMBOAT ROAD 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes 1,2

1. Name and Address of Reporting Person* Sarissa Capital Offshore Master Fund LP (Last) (First) (Middle) C/O SARISSA CAPITAL MANAGEMENT 660 STEAMBOAT ROAD 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes 1,2

1. Name and Address of Reporting Person* Sarissa Capital Domestic Fund LP (Last) (First) (Middle) 660 STEAMBOAT ROAD, 3RD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Footnotes 1,2

Explanation of Responses:

1. As described in the Schedule 13D filed on May 24, 2013 by Alexander J. Denner, Ph.D. ("Dr. Denner"), Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), Sarissa Capital Offshore Master Fund LP, a Delaware limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic", and collectively with Dr. Denner, Sarissa Capital and Sarissa Offshore, the "Reporting Persons"), with respect to the Common Stock, par value $0.001 (the "Shares"), issued by VIVUS, Inc. (the "Issuer"), the Reporting Persons and First Manhattan Co. ("FMC") and certain of FMC's affiliates and their nominees to the Issuer's board of directors (collectively, the "FMC Parties") may be deemed to be a "group" pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Act") (cont'd in fn 2)

2. (Cont'd from fn 1) and as such may be deemed, collectively, to beneficially own more than 10% of the outstanding Shares for purposes of Section 13(d) of the Act. The Reporting Persons and the Reporting Person Affiliates (as defined in footnote 6 below) each disclaim beneficial ownership of any Shares beneficially owned by the FMC Parties.

3. Of these Shares, Sarissa Offshore directly beneficially owns 1,024,623 Shares and Sarissa Domestic directly beneficially owns 982,476 Shares. Sarissa Offshore and Sarissa Domestic are collectively referred to herein as the "Sarissa Funds".

4. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital, the investment advisor to the Sarissa Funds. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, each of Sarissa Capital, Sarissa Capital GP, and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the Shares that the Sarissa Funds directly beneficially own. Each of Sarissa Capital GP, Sarissa Capital and Dr. Denner disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

5. Sarissa Capital Fund GP LLC, a Delaware limited liability company ("Sarissa Funds GP") is the general partner of Sarissa Capital Fund GP LP, a Delaware limited partnership ("Sarissa Domestic GP"). Sarissa Domestic GP is the general partner of Sarissa Domestic and the sole member of Sarissa Capital Offshore Fund GP LLC, a Delaware limited liability company ("Sarissa Offshore GP"). Sarissa Offshore GP is the general partner of Sarissa Offshore. By virtue of the foregoing, (i) each of Sarissa Funds GP and Sarissa Domestic GP may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the Shares that the Sarissa Funds directly beneficially own and (ii) Sarissa Offshore GP may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the Shares that Sarissa Offshore directly beneficially owns.

6. Each of Sarissa Funds GP, Sarissa Domestic GP and Sarissa Offshore GP disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Sarissa Capital GP, Sarissa Funds GP, Sarissa Domestic GP and Sarissa Offshore GP are collectively referred to herein as the "Reporting Person Affiliates".

	/s/ Alexander J. Denner	06/03/2013
	SARISSA CAPITAL MANAGEMENT LP, By: /s/ Seth Platt, Chief Operating Officer & Chief Compliance Officer	06/03/2013
	SARISSA CAPITAL OFFSHORE MASTER FUND LP, By: Sarissa Capital Offshore Fund GP LLC,its general partner, By: /s/ Seth Platt, Authorized Person	06/03/2013
	SARISSA CAPITAL DOMESTIC FUND LP, By: Sarissa Capital Fund GP LP, its general partner, By: /s/ Seth Platt, Authorized Person	06/03/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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