Edgar Filing: Ketchum Steven B

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ketchum Steven B

2. Issuer Name and Ticker or Trading Symbol
AMARIN CORP PLC\UK [AMRN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Scientific Officer

(Last)

(First)

(Middle)

C/O AMARIN PHARMA, INC., 1430 ROUTE 206

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018

(Street)

BEDMINSTER, NJ 07921

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares ⁽¹⁾ ⁽²⁾	12/31/2018		M		2,604	A	$ 1.4	343,901	D ⁽³⁾
Ordinary Shares ⁽¹⁾ ⁽²⁾	12/31/2018		M		4,167	A	$ 2.5	348,068	D ⁽³⁾
Ordinary Shares ⁽¹⁾ ⁽²⁾	12/31/2018		M		3,750	A	$ 2.5	351,818	D ⁽³⁾
Ordinary Shares ⁽¹⁾ ⁽²⁾	12/31/2018		M		3,750	A	$ 2.5	355,568	D ⁽³⁾
Ordinary Shares ⁽¹⁾ ⁽²⁾	12/31/2018		M		2,770	A	$ 2.95	358,338	D ⁽³⁾
Ordinary Shares ⁽¹⁾ ⁽²⁾	12/31/2018		S		17,041	D	$ 13.5093 ⁽⁴⁾	341,297	D ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 1.4

12/31/2018

2,604

⁽⁵⁾

01/31/2026

Ordinary Shares ⁽²⁾

2,604

$ 0

33,854

Stock Option (Right to Buy)

$ 2.5

12/31/2018

4,167

⁽⁶⁾

07/06/2025

Ordinary Shares ⁽²⁾

4,167

$ 0

24,998

Stock Option (Right to Buy)

$ 2.5

12/31/2018

3,750

⁽⁷⁾

07/06/2025

Ordinary Shares ⁽²⁾

3,750

$ 0

22,500

Stock Option (Right to Buy)

$ 2.5

12/31/2018

3,750

⁽⁷⁾

07/06/2025

Ordinary Shares ⁽²⁾

3,750

$ 0

52,938

Stock Option (Right to Buy)

$ 2.95

12/31/2018

2,770

⁽⁸⁾

01/31/2027

Ordinary Shares ⁽²⁾

2,770

$ 0

69,770

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ketchum Steven B C/O AMARIN PHARMA, INC. 1430 ROUTE 206 BEDMINSTER, NJ 07921			Chief Scientific Officer

Signatures

/s/ Michael W. Kalb, by power of attorney		01/02/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The 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.
(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)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.22 to $13.84, 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.
(5)	On February 1, 2016, the Reporting Person was granted an option to purchase 125,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (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.
(6)	On 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.
(7)	On July 6, 2015, the Reporting Person was granted an option to purchase 180,000 Ordinary Shares under the Plan. The vesting of the shares is 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.
(8)	On 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.
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 1,509,912 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.

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