SEC Form 4 · accession 0001209191-18-007273
AMARIN CORP PLC\UK · AMRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2,F3 | Jan 31, 2018 | M | 60,937 | — | A | 202,734 | D | |
| Ordinary SharesF1,F4,F3 | Jan 31, 2018 | M | 26,667 | — | A | 229,401 | D | |
| Ordinary SharesF1,F5,F3 | Jan 31, 2018 | M | 29,000 | — | A | 258,401 | D | |
| Ordinary SharesF1 | Jan 31, 2018 | F | 57,428 | $3.83 | D | 200,973 | 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,F8,F2,F3,F1 | $0.00 | Jan 31, 2018 | M | 60,937 | D | — | — | Ordinary Shares | 60,937 | 0 | D |
| Restricted Stock UnitsF7,F4,F3,F1 | $0.00 | Jan 31, 2018 | M | 26,667 | D | — | — | Ordinary Shares | 26,667 | 26,666 | D |
| Restricted Stock UnitsF7,F5,F3,F1 | $0.00 | Jan 31, 2018 | M | 29,000 | D | — | — | Ordinary Shares | 29,000 | 58,000 | D |
| Restricted Stock UnitsF7,F9,F3,F1 | $0.00 | Feb 1, 2018 | A | 78,000 | A | — | — | Ordinary Shares | 78,000 | 78,000 | D |
| Stock Option (Right to Buy)F10,F1 | $3.80 | Feb 1, 2018 | A | 117,000 | A | — | Feb 1, 2028 | Ordinary Shares | 117,000 | 117,000 | D |
Explanation of responses
- F1The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- F10On February 1, 2018 the Reporting Person was granted an option to purchase 117,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month starting on February 28, 2018.
- F2On February 2, 2015, the Reporting Person was granted 182,813 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2016, January 31, 2017 and January 31, 2018. The third and final vesting event occurred on January 31, 2018.
- F3Not applicable.
- F4On February 1, 2016, the Reporting Person was granted 80,000 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2017, January 31, 2018 and January 31, 2019. The second vesting event occurred on January 31, 2018.
- F5On February 1, 2017, the Reporting Person was granted 87,000 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2018, January 31, 2019 and January 31, 2020. The first vesting event occurred on January 31, 2018.
- 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.
- F8Please see the section titled "Remarks" below for additional information.
- F9On February 1, 2018, the Reporting Person was granted 78,000 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2019, January 31, 2020 and January 31, 2021.
Remarks
As of the date of this form 4, the Reporting Person owns or holds the right to acquire an aggregate of 2,756,882 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 Amarin Corporation plc 2011 Stock Incentive Plan. The above-referenced stock option and RSU awards were approved by the Issuer's remuneration committee, in consultation with an independent executive compensation consultant, as part of the Issuer's annual review of executive compensation matters and were benchmarked against the Issuer's pre-defined peer group at the 50th percentile level for long-term incentive awards and other market data. In the event of a Change of Control (as defined in the Amarin Corporation plc 2011 Stock Plan), the grants described in this Form 4 vest in full.