SEC Form 4 · accession 0001209191-19-015276
AMARIN CORP PLC\UK · AMRN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven B Ketchum
Officer — Chief Scientific Officer
Period of report
Feb 28, 2019
Accepted (ET)
Mar 1, 2019 · 8:19 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 | Feb 28, 2019 | M | 2,605 | $1.40 | A | 357,097 | D | |
| Ordinary SharesF1,F2,F3 | Feb 28, 2019 | M | 4,167 | $2.50 | A | 361,264 | D | |
| Ordinary SharesF1,F2,F3 | Feb 28, 2019 | M | 2,771 | $2.95 | A | 364,035 | D | |
| Ordinary SharesF1,F2,F4,F3 | Feb 28, 2019 | S | 9,543 | $20.6695 | D | 354,492 | D | |
| Ordinary SharesF1,F2,F3 | Mar 1, 2019 | M | 46,000 | $2.50 | A | 400,492 | D | |
| Ordinary SharesF1,F2,F5,F3 | Mar 1, 2019 | S | 3,503 | $20.9424 | D | 396,989 | D | |
| Ordinary SharesF1,F2,F6,F3 | Mar 1, 2019 | S | 35,398 | $22.0972 | D | 361,591 | D | |
| Ordinary SharesF1,F2,F7,F3 | Mar 1, 2019 | S | 7,099 | $22.6394 | D | 354,492 | 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)F8 | $1.40 | Feb 28, 2019 | M | 2,605 | D | — | Jan 31, 2026 | Ordinary Shares | 2,605 | 28,645 | D |
| Stock Option (Right to Buy)F9 | $2.50 | Feb 28, 2019 | M | 4,167 | D | — | Jul 6, 2025 | Ordinary Shares | 4,167 | 16,664 | D |
| Stock Option (Right to Buy)F10 | $2.95 | Feb 28, 2019 | M | 2,771 | D | — | Jan 31, 2027 | Ordinary Shares | 2,771 | 64,229 | D |
| Stock Option (Right to Buy)F11 | $2.50 | Mar 1, 2019 | M | 46,000 | D | — | Jul 6, 2025 | Ordinary Shares | 46,000 | 194,000 | D |
Explanation of responses
- F1The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
- F10On February 1, 2017, the Reporting Person was granted an option to purchase 133,000 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 began on February 28, 2017.
- F11On July 6, 2015, the Reporting Person was granted an option to purchase 240,000 Ordinary shares under the Plan. The vesting of the shares was subject to certain performance milestone that was previously achieved. 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 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 $20.42 to $21.11, 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 $20.50 to $21.49, 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 $21.50 to $22.49, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.50 to $22.83, 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.
- F8On 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 began on February 29, 2016.
- F9On July 6, 2015, the Reporting Person was granted an option to purchase 200,000 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 began on July 31, 2015.
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 1,518,057 Ordinary Shares of the Issuer in the form of Ordinary Shares, and stock options and Restricted Stock Units granted under the Amarin Corporation plc 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.