SEC Form 4 · accession 0001209191-17-042901
AMARIN CORP PLC\UK · AMRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph T Kennedy
Officer — General Counsel
Period of report
May 15, 2017
Accepted (ET)
Jul 3, 2017 · 7:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000897448
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F3,F4 | Jun 29, 2017 | S | 151,768 | $3.9786 | D | 130,591 | D | |
| Ordinary SharesF1,F5,F6,F4 | Jun 30, 2017 | M | 47,187 | — | A | 177,778 | D | |
| Ordinary SharesF1,F7,F6,F4 | Jun 30, 2017 | M | 6,250 | — | A | 184,028 | D | |
| Ordinary SharesF1,F4 | Jun 30, 2017 | F | 27,885 | $4.03 | D | 156,143 | D | |
| Ordinary SharesF1,F9,F4 | Jun 30, 2017 | S | 105,039 | $3.979 | D | 51,104 | D | |
| Ordinary SharesF1,F10,F4 | Jul 3, 2017 | S | 51,104 | $4.0928 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF11,F12,F6,F1 | $0.00 | May 15, 2017 | A | 108,000 | A | — | — | Ordinary Shares | 108,000 | 108,000 | D |
| Restricted Stock UnitsF11,F5,F6,F1 | $0.00 | Jun 30, 2017 | M | 47,187 | D | — | — | Ordinary Shares | 47,187 | 377,500 | D |
| Restricted Stock UnitsF11,F7,F6,F1 | $0.00 | Jun 30, 2017 | M | 6,250 | D | — | — | Ordinary Shares | 6,250 | 50,000 | D |
Explanation of responses
- F1The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.05 to $4.14, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.
- F11Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
- F12On February 1, 2017, the Reporting Person was granted 108,000 RSUs under the Plan. These RSUs were subject to the approval by the Company's shareholders of an amendment to the Plan, which amendment was approved on May 15, 2017, and were previously disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2017. These RSUs vest in three equal installments on each of January 31, 2018, January 31, 2019 and January 31, 2020.
- F2Sales made pursuant to a 10b5-1 trading plan dated November 7, 2016.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.96 to $4.07, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.
- F4Please see the section titled "Remarks" below for additional information.
- F5As previously reported on July 8, 2015, the Reporting Person was granted 755,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). These RSUs vest in 16 equal quarterly installments. The eighth vesting event occurred on June 30, 2017.
- F6Not applicable.
- F7As previously reported on October 6, 2015, the Reporting Person was granted 100,000 RSUs under the Plan. These RSUs vest in 16 equal quarterly installments. The eighth vesting event occurred on June 30, 2017.
- F8Represents withholding by the Issuer of shares in respect of tax liability incident to the vesting of a security issued in accordance with Rule 16b-3, and not a market sale of securities.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.96 to $4.03, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.
Remarks
In the event of a Change of Control (as defined in the Plan), the grants described in this Form 4 vest in full. As of the date of this Form 4, the Reporting Person owns or holds the right to acquire an aggregate of 3,491,270 Ordinary Shares of the Issuer in the form of stock options and Restricted Stock Units granted under the Amarin Corporation plc 2002 Stock Option Plan and the Plan.