SEC Form 4 · accession 0001209191-19-006638
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 31, 2019
Accepted (ET)
Feb 1, 2019 · 8:34 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 31, 2019 | M | 1,953 | $1.02 | A | 1,953 | D | |
| Ordinary SharesF1,F2,F3 | Jan 31, 2019 | M | 2,604 | $1.40 | A | 4,557 | D | |
| Ordinary SharesF1,F2,F3 | Jan 31, 2019 | M | 18,749 | $2.50 | A | 23,306 | D | |
| Ordinary SharesF1,F2,F3 | Jan 31, 2019 | M | 3,437 | $2.95 | A | 26,743 | D | |
| Ordinary SharesF1,F2,F3 | Jan 31, 2019 | M | 2,437 | $3.80 | A | 29,180 | D | |
| Ordinary SharesF1,F2,F4,F5,F3 | Jan 31, 2019 | M | 26,666 | — | A | 55,846 | D | |
| Ordinary SharesF1,F2,F6,F5,F3 | Jan 31, 2019 | M | 36,000 | — | A | 91,846 | D | |
| Ordinary SharesF1,F2,F7,F5,F3 | Jan 31, 2019 | M | 26,000 | — | A | 117,846 | D | |
| Ordinary SharesF1,F2,F3 | Jan 31, 2019 | F | 43,962 | $16.94 | D | 73,884 | D | |
| Ordinary SharesF1,F2,F9,F3 | Jan 31, 2019 | S | 42,624 | $17.4894 | D | 31,260 | 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)F10,F2 | $1.02 | Jan 31, 2019 | M | 1,953 | D | — | Feb 1, 2025 | Ordinary Shares | 1,953 | 0 | D |
| Stock Option (Right to Buy)F11,F2 | $1.40 | Jan 31, 2019 | M | 2,604 | D | — | Jan 31, 2026 | Ordinary Shares | 2,604 | 31,250 | D |
| Stock Option (Right to Buy)F12,F2 | $2.50 | Jan 31, 2019 | M | 18,749 | D | — | Jul 6, 2025 | Ordinary Shares | 18,749 | 93,762 | D |
| Stock Option (Right to Buy)F13,F2 | $2.95 | Jan 31, 2019 | M | 3,437 | D | — | Feb 1, 2027 | Ordinary Shares | 3,437 | 82,500 | D |
| Stock Option (Right to Buy)F14,F2 | $3.80 | Jan 31, 2019 | M | 2,437 | D | — | Feb 1, 2028 | Ordinary Shares | 2,437 | 87,750 | D |
| Restricted Stock UnitsF15,F4,F5,F2 | $0.00 | Jan 31, 2019 | M | 26,666 | D | — | — | Ordinary Shares | 26,666 | 0 | D |
| Restricted Stock UnitsF15,F6,F5,F2 | $0.00 | Jan 31, 2019 | M | 36,000 | D | — | — | Ordinary Shares | 36,000 | 36,000 | D |
| Restricted Stock UnitsF15,F7,F5,F2 | $0.00 | Jan 31, 2019 | M | 26,000 | D | — | — | Ordinary Shares | 26,000 | 52,000 | D |
| Restricted Stock UnitsF15,F16,F5,F2 | $0.00 | Feb 1, 2019 | A | 38,200 | A | — | — | Ordinary Shares | 38,200 | 38,200 | D |
| Stock Option (Right to Buy)F17,F2 | $16.88 | Feb 1, 2019 | A | 53,500 | A | — | Feb 1, 2029 | Ordinary Shares | 53,500 | 53,500 | D |
Explanation of responses
- F1Multiple reportable transactions are reported in the Form 4 including grants of options, grants of restricted stock units, exercise of previously granted options, vesting of previously granted restricted stock units and sale of certain shares. The market sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- 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.
- F13On February 1, 2017, the Reporting Person was granted an option to purchase 165,000 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, 2017.
- F14On 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.
- F15Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
- F16On 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.
- F17On 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.
- F3Please see the section titled "Remarks" below for additional information.
- F4On February 1, 2016, the Reporting Person was granted 80,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). These RSUs vest in three equal installments on each of January 31, 2017, January 31, 2018 and January 31, 2019. The third and final vesting event occurred on January 31, 2019.
- F5Not applicable.
- F6On February 1, 2017, the Reporting Person was granted 108,000 RSUs under 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.
- F7On 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.
- F8Represents 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.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.05 to $17.96, 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.
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 1,122,596 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, 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.