SEC Form 4 · accession 0001209191-19-000521
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
Dec 31, 2018
Accepted (ET)
Jan 2, 2019 · 7:53 pm EST
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,F5 | Dec 31, 2018 | M | 47,188 | — | A | 265,122 | D | |
| Ordinary SharesF1,F2,F6,F4,F5 | Dec 31, 2018 | M | 6,250 | — | A | 271,372 | D | |
| Ordinary SharesF1,F2,F5 | Dec 31, 2018 | F | 26,495 | $13.24 | D | 244,877 | D | |
| Ordinary SharesF1,F2,F8,F5 | Dec 31, 2018 | S | 26,943 | $13.4932 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF9,F3,F4,F2 | $0.00 | Dec 31, 2018 | M | 47,188 | D | — | — | Ordinary Shares | 47,188 | 94,374 | D |
| Restricted Stock UnitsF9,F6,F4,F2 | $0.00 | Dec 31, 2018 | M | 6,250 | D | — | — | Ordinary Shares | 6,250 | 12,500 | D |
Explanation of responses
- F1The sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person for general diversification and tax planning purposes including to minimize the potential future impact of excise tax under Internal Revenue Code Section 280G.
- F2The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- F3As 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 fourteenth vesting event occurred on December 31, 2018.
- F4Not applicable.
- F5Please see the section titled "Remarks" below for additional information.
- F6As 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 fourteenth vesting event occurred on December 31, 2018.
- F7Represents 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.21 to $13.93, 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.
- 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 2,110,849 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.