SEC Form 4 · accession 0001209191-18-000215
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
Dec 31, 2017
Accepted (ET)
Jan 2, 2018 · 4:32 pm EST
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,F2,F3,F4 | Dec 31, 2017 | M | 47,188 | — | A | 72,741 | D | |
| Ordinary SharesF1,F5,F3,F4 | Dec 31, 2017 | M | 6,250 | — | A | 78,991 | D | |
| Ordinary SharesF1,F4 | Dec 31, 2017 | F | 27,885 | $4.01 | D | 51,106 | 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 UnitsF7,F2,F3,F1 | $0.00 | Dec 31, 2017 | M | 47,188 | D | — | — | Ordinary Shares | 47,188 | 283,124 | D |
| Restricted Stock UnitsF7,F5,F3,F1 | $0.00 | Dec 31, 2017 | M | 6,250 | D | — | — | Ordinary Shares | 6,250 | 37,500 | D |
Explanation of responses
- F1The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
- F2As 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 tenth vesting event occurred on December 31, 2017.
- F3Not applicable.
- F4Please see the section titled "Remarks" below for additional information.
- F5As 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 tenth vesting event occurred on December 31, 2017.
- F6Represents 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.
- F7Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
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 3,435,500 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and Restricted Stock Units granted under the Amarin Corporation plc 2002 Stock Option Plan and the Plan.