SEC Form 4 · accession 0001209191-19-006637
AMARIN CORP PLC\UK · AMRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | Jan 31, 2019 | M | 29,000 | — | A | 46,486 | D | |
| Ordinary SharesF1,F2,F6,F4,F5 | Jan 31, 2019 | M | 26,000 | — | A | 72,486 | D | |
| Ordinary SharesF1,F2,F5 | Jan 31, 2019 | F | 26,935 | $16.94 | D | 45,551 | 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 UnitsF8,F3,F4,F2 | $0.00 | Jan 31, 2019 | M | 29,000 | D | — | — | Ordinary Shares | 29,000 | 29,000 | D |
| Restricted Stock UnitsF8,F6,F4,F2 | $0.00 | Jan 31, 2019 | M | 26,000 | D | — | — | Ordinary Shares | 26,000 | 52,000 | D |
| Restricted Stock UnitsF8,F9,F4,F2 | $0.00 | Feb 1, 2019 | A | 38,200 | A | — | — | Ordinary Shares | 38,200 | 38,200 | D |
| Stock Option (Right to Buy)F10,F2 | $16.88 | Feb 1, 2019 | A | 53,500 | A | — | Feb 1, 2029 | Ordinary Shares | 53,500 | 53,500 | D |
Explanation of responses
- F1There are no market sales of securities reported on this Form 4.
- F10On February 1, 2019, the Reporting Person was granted an option to purchase 53,500 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 16 equal quarterly installments starting on May 15, 2019.
- F2The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
- F3On February 1, 2017, the Reporting Person was granted 87,000 restricted stock units (the "RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). These RSUs vest in three equal installments on each of January 31, 2018, January 31, 2019 and January 31, 2020. The second vesting event occurred on January 31, 2019.
- F4Not applicable.
- F5Please see the section titled "Remarks" below for additional information.
- F6On February 1, 2018, the Reporting Person was granted 78,000 RSUs under the Plan. These RSUs vest in three equal installments on each of January 31, 2019, January 31, 2020 and January 31, 2021. The first vesting event occurred on January 31, 2019.
- 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.
- F8Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
- F9On February 1, 2019, the Reporting Person was granted 38,200 RSUs under the Plan. These RSUs vest in three equal installments on each of January 31, 2020, January 31, 2021 and January 31, 2022.
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 1,013,251 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and Restricted Stock Units granted under the Plan, including but not limited to, certain performance-based Restricted Stock Units that are earned only if product revenues reach pre-defined annual milestone levels ranging from $300 million (as previously disclosed) to $1.0 billion and, in certain cases, then vest only if the recipient remains with the company for an extended period of time.