SEC Form 4 · accession 0001209191-18-052384
AMARIN CORP PLC\UK · AMRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Wayne Kalb
Officer — SVP and CFO
Period of report
Sep 24, 2018
Accepted (ET)
Sep 26, 2018 · 8:47 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 | Sep 24, 2018 | M | 150,000 | $2.19 | A | 164,996 | D | |
| Ordinary SharesF1,F2,F4,F3 | Sep 24, 2018 | S | 79,800 | $10.152 | D | 85,196 | D | |
| Ordinary SharesF1,F2,F5,F3 | Sep 24, 2018 | S | 70,200 | $10.7211 | D | 14,996 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F2 | $2.19 | Sep 24, 2018 | M | 150,000 | D | — | Jul 1, 2026 | Ordinary Shares | 150,000 | 475,000 | D |
Explanation of responses
- F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- F3Please see the section titled "Remarks" below for additional information.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.54 to $10.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.54 to $11.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
- F6On July 1, 2016, the Reporting Person was granted an option to purchase 625,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The shares subject to this option shall vest as follows: 25% of the total number of underlying shares shall vest on July 1, 2017, and the remaining 75% of the underlying shares shall vest ratably over the subsequent 36 months.
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 Person owns or holds the right to acquire an aggregate of 1,095,996 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and Restricted Stock Units granted under the Amarin Corporation plc 2011 Stock Incentive Plan.