SEC Form 4 · accession 0001209191-19-005253
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
Jan 22, 2019
Accepted (ET)
Jan 24, 2019 · 8:20 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 | Jan 22, 2019 | M | 72,453 | $2.95 | A | 290,387 | D | |
| Ordinary SharesF1,F2,F3 | Jan 22, 2019 | M | 24,376 | $3.80 | A | 314,763 | D | |
| Ordinary SharesF1,F2,F3 | Jan 22, 2019 | M | 78,471 | $6.35 | A | 393,234 | D | |
| Ordinary SharesF1,F2,F4,F3 | Jan 22, 2019 | S | 175,300 | $17.9229 | D | 217,934 | D | |
| Ordinary SharesF1,F2,F3 | Jan 23, 2019 | M | 159,529 | $6.35 | A | 377,463 | D | |
| Ordinary SharesF1,F2,F3 | Jan 23, 2019 | M | 33,750 | $8.10 | A | 411,213 | D | |
| Ordinary SharesF1,F2,F3 | Jan 23, 2019 | M | 62,500 | $8.86 | A | 473,713 | D | |
| Ordinary SharesF1,F2,F5,F3 | Jan 23, 2019 | S | 255,779 | $17.9503 | D | 217,934 | D | |
| Ordinary SharesF1,F2,F3 | Jan 24, 2019 | M | 1,953 | $1.02 | A | 219,887 | D | |
| Ordinary SharesF1,F2,F3 | Jan 24, 2019 | M | 2,604 | $1.40 | A | 222,491 | D | |
| Ordinary SharesF1,F2,F3 | Jan 24, 2019 | M | 18,750 | $2.50 | A | 241,241 | D | |
| Ordinary SharesF1,F2,F3 | Jan 24, 2019 | M | 3,437 | $2.95 | A | 244,678 | D | |
| Ordinary SharesF1,F2,F3 | Jan 24, 2019 | M | 2,437 | $3.80 | A | 247,115 | D | |
| Ordinary SharesF1,F2,F3 | Jan 24, 2019 | M | 362,000 | $6.35 | A | 609,115 | D | |
| Ordinary SharesF1,F2,F6,F3 | Jan 24, 2019 | S | 609,115 | $17.6563 | D | 0 | 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 | $2.95 | Jan 22, 2019 | M | 72,453 | D | — | Feb 1, 2027 | Ordinary Shares | 72,453 | 89,374 | D |
| Stock Option (Right to Buy)F8,F2 | $3.80 | Jan 22, 2019 | M | 24,376 | D | — | Feb 1, 2028 | Ordinary Shares | 24,376 | 92,624 | D |
| Stock Option (Right to Buy)F9,F2 | $6.35 | Jan 22, 2019 | M | 78,471 | D | — | Dec 16, 2021 | Ordinary Shares | 78,471 | 521,529 | D |
| Stock Option (Right to Buy)F9,F2 | $6.35 | Jan 23, 2019 | M | 159,529 | D | — | Dec 16, 2021 | Ordinary Shares | 159,529 | 362,000 | D |
| Stock Option (Right to Buy)F9,F2 | $8.10 | Jan 23, 2019 | M | 33,750 | D | — | Jan 2, 2023 | Ordinary Shares | 33,750 | 0 | D |
| Stock Option (Right to Buy)F9,F2 | $8.86 | Jan 23, 2019 | M | 62,500 | D | — | Jan 31, 2022 | Ordinary Shares | 62,500 | 0 | D |
| Stock Option (Right to Buy)F10,F2 | $1.02 | Jan 24, 2019 | M | 1,953 | D | — | Feb 1, 2025 | Ordinary Shares | 1,953 | 1,953 | D |
| Stock Option (Right to Buy)F11,F2 | $1.40 | Jan 24, 2019 | M | 2,604 | D | — | Jan 31, 2026 | Ordinary Shares | 2,604 | 33,854 | D |
| Stock Option (Right to Buy)F12,F2 | $2.50 | Jan 24, 2019 | M | 18,750 | D | — | Jul 6, 2025 | Ordinary Shares | 18,750 | 112,511 | D |
| Stock Option (Right to Buy)F7,F2 | $2.95 | Jan 24, 2019 | M | 3,437 | D | — | Feb 1, 2027 | Ordinary Shares | 3,437 | 85,937 | D |
| Stock Option (Right to Buy)F8,F2 | $3.80 | Jan 24, 2019 | M | 2,437 | D | — | Feb 1, 2028 | Ordinary Shares | 2,437 | 90,187 | D |
| Stock Option (Right to Buy)F9,F2 | $6.35 | Jan 24, 2019 | M | 362,000 | D | — | Dec 16, 2021 | Ordinary Shares | 362,000 | 0 | D |
Explanation of responses
- F1The option exercise and 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 purposes.
- F10On February 2, 2015, the Reporting Person was granted an option to purchase 93,750 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 started on February 28, 2015.
- F11On 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 started on February 29, 2016.
- F12On 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 started on July 31, 2015.
- 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 $17.92 to $17.98, 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 $17.92 to $18.14, 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 $17.23 to $17.895, 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.
- F7On February 1, 2017, the Reporting Person was granted an option to purchase 165,000 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 started on February 28, 2017.
- F8On February 1, 2018, the Reporting Person was granted an option to purchase 117,000 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 started on February 28, 2018.
- F9The stock option granted to the Reporting Person is fully vested as of the date hereof.
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 1,067,482 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.