SEC Form 4 · accession 0001209191-18-056999

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

Oct 31, 2018

Accepted (ET)

Nov 2, 2018 · 6:10 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
Ordinary Shares^F1,F2,F3	Oct 31, 2018	M	1,953	$1.02	A	219,887	D
Ordinary Shares^F1,F2,F3	Oct 31, 2018	M	2,604	$1.40	A	222,491	D
Ordinary Shares^F1,F2,F3	Oct 31, 2018	M	18,750	$2.50	A	241,241	D
Ordinary Shares^F1,F2,F4,F3	Oct 31, 2018	S	22,707	$20.7223	D	218,534	D
Ordinary Shares^F1,F2,F5,F3	Oct 31, 2018	S	600	$21.3683	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)^F6,F1	$1.02	Oct 31, 2018	M	1,953	D	—	Feb 1, 2025	Ordinary Shares	1,953	5,859	D
Stock Option (Right to Buy)^F7,F1	$1.40	Oct 31, 2018	M	2,604	D	—	Jan 31, 2026	Ordinary Shares	2,604	39,062	D
Stock Option (Right to Buy)^F8,F1	$2.50	Oct 31, 2018	M	18,750	D	—	Jul 6, 2025	Ordinary Shares	18,750	150,010	D

Explanation of responses

F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously 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 $20.32 to $21.28 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 $21.32 to $21.45, 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.
F6On 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.
F7On 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.
F8On 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 Persons owns or holds the right to acquire an aggregate of 2,187,593 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.