SEC Form 4 · accession 0001209191-19-015275
AMARIN CORP PLC\UK · AMRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Wayne Kalb
Officer — SVP and CFO
Period of report
Mar 1, 2019
Accepted (ET)
Mar 1, 2019 · 8:18 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 | Mar 1, 2019 | M | 50,000 | $2.19 | A | 70,551 | D | |
| Ordinary SharesF1,F2,F3 | Mar 1, 2019 | M | 19,000 | $2.95 | A | 89,551 | D | |
| Ordinary SharesF1,F2,F3 | Mar 1, 2019 | M | 31,000 | $3.80 | A | 120,551 | D | |
| Ordinary SharesF1,F2,F4,F3 | Mar 1, 2019 | S | 7,124 | $20.8865 | D | 113,427 | D | |
| Ordinary SharesF1,F2,F5,F3 | Mar 1, 2019 | S | 70,801 | $22.0579 | D | 42,626 | D | |
| Ordinary SharesF1,F2,F6,F3 | Mar 1, 2019 | S | 22,075 | $22.5858 | D | 20,551 | 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 | $2.19 | Mar 1, 2019 | M | 50,000 | D | — | Jul 1, 2026 | Ordinary Shares | 50,000 | 225,000 | D |
| Stock Option (Right to Buy)F8,F2 | $2.95 | Mar 1, 2019 | M | 19,000 | D | — | Jan 31, 2027 | Ordinary Shares | 19,000 | 64,000 | D |
| Stock Option (Right to Buy)F9,F2 | $3.80 | Mar 1, 2019 | M | 31,000 | D | — | Feb 1, 2028 | Ordinary Shares | 31,000 | 86,000 | D |
Explanation of responses
- F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan 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 $20.43 to $21.42, 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 $21.43 to $22.42, 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 $22.43 to $22.84, 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 July 1, 2016, the Reporting Person was granted an option to purchase 625,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The shares subject to this option shall vest as follows: 25% of the total number of underlying shares shall vest on July 1, 2017, and the remaining 75% of the underlying shares shall vest ratably over the subsequent 36 months.
- F8On February 1, 2017, the Reporting Person was granted an option to purchase 133,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive 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, 2017.
- F9On February 1, 2018, the Reporting Person was granted an option to purchase 117,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month starting on February 28, 2018.
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 838,251 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.