SEC Form 4 · accession 0001209191-18-040955
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
Jun 30, 2018
Accepted (ET)
Jul 3, 2018 · 4:09 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,F2,F3,F4 | Jun 30, 2018 | M | 47,187 | — | A | 65,621 | D | |
| Ordinary SharesF1,F5,F3,F4 | Jun 30, 2018 | M | 6,250 | — | A | 71,871 | D | |
| Ordinary SharesF1,F4 | Jun 30, 2018 | F | 26,495 | $3.09 | D | 45,376 | D | |
| Ordinary SharesF1,F8,F4 | Jul 2, 2018 | S | 26,942 | $3.0048 | D | 18,434 | 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 UnitsF9,F2,F3,F1 | $0.00 | Jun 30, 2018 | M | 47,187 | D | — | — | Ordinary Shares | 47,187 | 188,750 | D |
| Restricted Stock UnitsF9,F5,F3,F1 | $0.00 | Jun 30, 2018 | M | 6,250 | D | — | — | Ordinary Shares | 6,250 | 25,000 | D |
Explanation of responses
- F1The Ordinary Shares may be represented by American Depositary Shares, each of which currently 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 twelfth vesting event occurred on June 30, 2018.
- 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 twelfth vesting event occurred on June 30, 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.
- F7Sales made pursuant to a 10b5-1 trading plan dated December 9, 2016.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.92 to $3.09, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F9Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
Remarks
In the case 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 Persons owns or holds the right to acquire an aggregate of 3,367,350 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and Restricted Stock Units granted under the Amarin Corporation 2002 Stock Option Plan and the Plan.