Amarin Corporation plc
AMARIN CORP PLC\UK (Form: 4, Received: 01/03/2017 17:04:50)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

THERO JOHN F
2. Issuer Name and Ticker or Trading Symbol

AMARIN CORP PLC\UK [ AMRN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O AMARIN PHARMA, INC., 1430 ROUTE 206
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2016
(Street)

BEDMINSTER, NJ 07921
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Ordinary Shares   (1) 12/31/2016     M    37500   (2) A   (3) 762111   (4) D    
Ordinary Shares   (1) 12/31/2016     F (5)    20194   D $3.08   741917   (4) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units   $0.00   (6) 12/31/2016     M         37500      (2)   (3) Ordinary Shares   37500   $0.00   375000   D    

Explanation of Responses:
( 1)  The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
( 2)  As previously reported on July 8, 2015, the Reporting Person was granted 600,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in 16 equal quarterly installments. The sixth vesting event occurred on December 31, 2016.
( 3)  Not applicable.
( 4)  Please see the section titled "Remarks" below for additional information.
( 5)  Represents a 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.
( 6)  Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.

Remarks:
In the event of a Change of Control (as defined in the Plan), the grant described in this Form 4 vests in full.

As of the date of this Form 4, the Reporting Person owns or holds the right to acquire an aggregate of 8,947,758 Ordinary Shares of the Issuer in the form of (i) stock options and Restricted Stock Units granted under the Amarin Corporation plc 2002 Stock Option Plan and the Amarin Corporation plc 2011 Stock Option Plan and (ii) 741,917 Ordinary Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
THERO JOHN F
C/O AMARIN PHARMA, INC.
1430 ROUTE 206
BEDMINSTER, NJ 07921
X
President and CEO

Signatures
/s/ John F. Thero 1/3/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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