|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 2.95 | 01/22/2019 | M | 72,453 | (7) | 02/01/2027 | Ordinary Shares (2) | 72,453 | $ 0 | 89,374 | D | ||||
| Stock Option (Right to Buy) | $ 3.8 | 01/22/2019 | M | 24,376 | (8) | 02/01/2028 | Ordinary Shares (2) | 24,376 | $ 0 | 92,624 | D | ||||
| Stock Option (Right to Buy) | $ 6.35 | 01/22/2019 | M | 78,471 | (9) | 12/16/2021 | Ordinary Shares (2) | 78,471 | $ 0 | 521,529 | D | ||||
| Stock Option (Right to Buy) | $ 6.35 | 01/23/2019 | M | 159,529 | (9) | 12/16/2021 | Ordinary Shares (2) | 159,529 | $ 0 | 362,000 | D | ||||
| Stock Option (Right to Buy) | $ 8.1 | 01/23/2019 | M | 33,750 | (9) | 01/02/2023 | Ordinary Shares (2) | 33,750 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 8.86 | 01/23/2019 | M | 62,500 | (9) | 01/31/2022 | Ordinary Shares (2) | 62,500 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $ 1.02 | 01/24/2019 | M | 1,953 | (10) | 02/01/2025 | Ordinary Shares (2) | 1,953 | $ 0 | 1,953 | D | ||||
| Stock Option (Right to Buy) | $ 1.4 | 01/24/2019 | M | 2,604 | (11) | 01/31/2026 | Ordinary Shares (2) | 2,604 | $ 0 | 33,854 | D | ||||
| Stock Option (Right to Buy) | $ 2.5 | 01/24/2019 | M | 18,750 | (12) | 07/06/2025 | Ordinary Shares (2) | 18,750 | $ 0 | 112,511 | D | ||||
| Stock Option (Right to Buy) | $ 2.95 | 01/24/2019 | M | 3,437 | (7) | 02/01/2027 | Ordinary Shares (2) | 3,437 | $ 0 | 85,937 | D | ||||
| Stock Option (Right to Buy) | $ 3.8 | 01/24/2019 | M | 2,437 | (8) | 02/01/2028 | Ordinary Shares (2) | 2,437 | $ 0 | 90,187 | D | ||||
| Stock Option (Right to Buy) | $ 6.35 | 01/24/2019 | M | 362,000 | (9) | 12/16/2021 | Ordinary Shares (2) | 362,000 | $ 0 | 0 | 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 | 01/24/2019 | |
| **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) | The option exercise and sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person for general diversification purposes. |
| (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 $17.92 to $17.98, 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) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.92 to $18.14, 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. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.23 to $17.895, 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. |
| (7) | On February 1, 2017, the Reporting Person was granted an option to purchase 165,000 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 started on February 28, 2017. |
| (8) | 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. |
| (9) | The stock option granted to the Reporting Person is fully vested as of the date hereof. |
| (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. |
| 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 1,067,482 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. | |