SEC Form 4 · accession 0001209191-18-052386
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
Sep 24, 2018
Accepted (ET)
Sep 26, 2018 · 8:50 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 | 202,500 | $2.04 | A | 420,434 | D | |
| Ordinary SharesF1,F2,F3 | Sep 24, 2018 | M | 83,985 | $1.02 | A | 504,419 | D | |
| Ordinary SharesF1,F2,F3 | Sep 24, 2018 | M | 712,491 | $2.50 | A | 1,216,910 | D | |
| Ordinary SharesF1,F2,F3 | Sep 24, 2018 | M | 80,730 | $1.40 | A | 1,297,640 | D | |
| Ordinary SharesF1,F2,F4,F3 | Sep 24, 2018 | S | 884,800 | $10.2737 | D | 412,840 | D | |
| Ordinary SharesF1,F2,F5,F3 | Sep 24, 2018 | S | 55,200 | $11.1433 | D | 357,640 | D | |
| Ordinary SharesF1,F2,F6,F3 | Sep 24, 2018 | S | 139,706 | $12.1376 | D | 217,934 | 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)F7,F2 | $2.04 | Sep 24, 2018 | M | 202,500 | D | — | Jan 7, 2024 | Ordinary Shares | 202,500 | 0 | D |
| Stock Option (Right to Buy)F8,F2 | $1.02 | Sep 24, 2018 | M | 83,985 | D | — | Feb 1, 2025 | Ordinary Shares | 83,985 | 9,765 | D |
| Stock Option (Right to Buy)F9,F2 | $2.50 | Sep 24, 2018 | M | 712,491 | D | — | Jul 6, 2025 | Ordinary Shares | 712,491 | 187,509 | D |
| Stock Option (Right to Buy)F10,F2 | $1.40 | Sep 24, 2018 | M | 80,730 | D | — | Jan 31, 2026 | Ordinary Shares | 80,730 | 44,270 | 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.
- F10On February 1, 2016, the Reporting Person was granted an option to purchase 125,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that began on February 29, 2016.
- 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 $9.61 to $10.60, 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 $10.63 to $11.62, 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.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.63 to $12.45, 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.
- F7The stock option granted to the Reporting Person are fully vested as of the date hereof.
- F8On February 2, 2015, the Reporting Person was granted an option to purchase 93,750 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that began on February 28, 2015.
- F9On July 6, 2015, the Reporting Person was granted an option to purchase 900,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that began on July 31, 2015.
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 2,287,644 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.