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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 1.02 | 01/31/2019 | M | 1,953 | (10) | 02/01/2025 | Ordinary Shares (2) | 1,953 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 1.4 | 01/31/2019 | M | 2,604 | (11) | 01/31/2026 | Ordinary Shares (2) | 2,604 | $ 0 | 31,250 | D | ||||
| Stock Option (Right to Buy) | $ 2.5 | 01/31/2019 | M | 18,749 | (12) | 07/06/2025 | Ordinary Shares (2) | 18,749 | $ 0 | 93,762 | D | ||||
| Stock Option (Right to Buy) | $ 2.95 | 01/31/2019 | M | 3,437 | (13) | 02/01/2027 | Ordinary Shares (2) | 3,437 | $ 0 | 82,500 | D | ||||
| Stock Option (Right to Buy) | $ 3.8 | 01/31/2019 | M | 2,437 | (14) | 02/01/2028 | Ordinary Shares (2) | 2,437 | $ 0 | 87,750 | D | ||||
| Restricted Stock Units (15) | $ 0 | 01/31/2019 | M | 26,666 | (4) | (5) | Ordinary Shares (2) | 26,666 | $ 0 | 0 | D | ||||
| Restricted Stock Units (15) | $ 0 | 01/31/2019 | M | 36,000 | (6) | (5) | Ordinary Shares (2) | 36,000 | $ 0 | 36,000 | D | ||||
| Restricted Stock Units (15) | $ 0 | 01/31/2019 | M | 26,000 | (7) | (5) | Ordinary Shares (2) | 26,000 | $ 0 | 52,000 | D | ||||
| Restricted Stock Units (15) | $ 0 | 02/01/2019 | A | 38,200 | (16) | (5) | Ordinary Shares (2) | 38,200 | $ 0 | 38,200 | D | ||||
| Stock Option (Right to Buy) | $ 16.88 | 02/01/2019 | A | 53,500 | (17) | 02/01/2029 | Ordinary Shares (2) | 53,500 | $ 0 | 53,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Kennedy Joseph T C/O AMARIN PHARMA, INC. 1430 ROUTE 206 BEDMINSTER, NJ 07921 |
General Counsel | |||
| /s/ Joseph T. Kennedy | 02/01/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Multiple 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. |
| (2) | The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
| (3) | Please see the section titled "Remarks" below for additional information. |
| (4) | On 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. |
| (5) | Not applicable. |
| (6) | On 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. |
| (7) | On 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. |
| (8) | Represents 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. |
| (9) | The 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. |
| (10) | On 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. |
| (11) | On 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. |
| (12) | On 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. |
| (13) | On 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. |
| (14) | On 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. |
| (15) | Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. |
| (16) | On 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. |
| (17) | On 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. |
| 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. | |