Amarin Corporation plc
AMARIN CORP PLC\UK (Form: 4, Received: 05/17/2017 17:14:55)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

O'Sullivan Patrick J
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

5/15/2017
(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

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
Stock Option (right to buy)   $3.06   5/15/2017     A      21146         (1) 5/15/2027   Ordinary Shares   (2) 21146   $0.00   21146   D    
Restricted Stock Units   $0.00   (3) 5/15/2017     A      14706         (4)   (5) Ordinary Shares   (2) 14706   $0.00   14706   D    

Explanation of Responses:
(1)  On May 15, 2017, the Reporting Person was granted an option to purchase 21,146 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The option shall vest and become exercisable in a single annual installment upon the earlier of (i) the anniversary of the grant date of May 15, 2017 or (ii) the Issuer's annual general meeting of shareholders in 2018.
(2)  The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
(3)  Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion, with settlement to be made on a deferred basis, specifically upon the non-employee director's separation of service with the Issuer.
(4)  On May 15, 2017 the Reporting Person was granted 14,706 RSUs under the Plan. The RSUs vest in equal annual installments over a three-year period, with each installment vesting upon the earlier of (i) the anniversary of the grant date of May 15, 2017 or (ii) the Issuer's annual general meeting of shareholders in such year.
(5)  Not applicable.

Remarks:
These grants are made in accordance with the Issuer's previously disclosed non-employee director compensation program.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Sullivan Patrick J
C/O AMARIN PHARMA, INC.
1430 ROUTE 206
BEDMINSTER, NJ 07921
X



Signatures
/s/ Michael W. Kalb, by power of attorney 5/17/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.