Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DENNER ALEXANDER J
2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2013
3. Issuer Name and Ticker or Trading Symbol
VIVUS INC [VVUS]
(Last)
(First)
(Middle)
C/O SARISSA CAPITAL MANAGEMENT LP, 660 STEAMBOAT ROAD, 3RD FLOOR
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 Original Filed(Month/Day/Year)
(Street)

GREENWICH, CT 06830
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DENNER ALEXANDER J
C/O SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD, 3RD FLOOR
GREENWICH, CT 06830
    X   See Footnotes 1,2
Sarissa Capital Management LP
660 STEAMBOAT ROAD
3RD FLOOR
GREENWICH, CT 06830
    X   See Footnotes 1,2
Sarissa Capital Offshore Master Fund LP
C/O SARISSA CAPITAL MANAGEMENT
660 STEAMBOAT ROAD 3RD FLOOR
GREENWICH, CT 06830
    X   See Footnotes 1,2
Sarissa Capital Domestic Fund LP
660 STEAMBOAT ROAD, 3RD FLOOR
GREENWICH, CT 06830
    X   See Footnotes 1,2

Signatures

/s/ Alexander J. Denner 06/03/2013
**Signature of Reporting Person Date

SARISSA CAPITAL MANAGEMENT LP, By: /s/ Seth Platt, Chief Operating Officer & Chief Compliance Officer 06/03/2013
**Signature of Reporting Person Date

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
**Signature of Reporting Person Date

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

Explanation of Responses:

* 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).
(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".

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