Amarin Corporation plc
AMARIN CORP PLC\UK (Form: 4, Received: 07/03/2017 19:22:02)
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 *

Kennedy Joseph T
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)
General Counsel
(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
Ordinary Shares   (1) 6/29/2017     S (2)    151768   D $3.9786   (3) 130591   (4) D    
Ordinary Shares   (1) 6/30/2017     M    47187   (5) A   (6) 177778   (4) D    
Ordinary Shares   (1) 6/30/2017     M    6250   (7) A   (6) 184028   (4) D    
Ordinary Shares   (1) 6/30/2017     F (8)    27885   D $4.03   156143   (4) D    
Ordinary Shares   (1) 6/30/2017     S (2)    105039   D $3.979   (9) 51104   (4) D    
Ordinary Shares   (1) 7/3/2017     S (2)    51104   D $4.0928   (10) 0   (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   (11) 5/15/2017     A      108000         (12)   (6) Ordinary Shares   (1) 108000   $0.00   108000   D    
Restricted Stock Units   $0.00   (11) 6/30/2017     M         47187      (5)   (6) Ordinary Shares   (1) 47187   $0.00   377500   D    
Restricted Stock Units   $0.00   (11) 6/30/2017     M         6250      (7)   (6) Ordinary Shares   (1) 6250   $0.00   50000   D    

Explanation of Responses:
(1)  The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
(2)  Sales made pursuant to a 10b5-1 trading plan dated November 7, 2016.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.96 to $4.07, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.
(4)  Please see the section titled "Remarks" below for additional information.
(5)  As previously reported on July 8, 2015, the Reporting Person was granted 755,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). These RSUs vest in 16 equal quarterly installments. The eighth vesting event occurred on June 30, 2017.
(6)  Not applicable.
(7)  As previously reported on October 6, 2015, the Reporting Person was granted 100,000 RSUs under the Plan. These RSUs vest in 16 equal quarterly installments. The eighth vesting event occurred on June 30, 2017.
(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 $3.96 to $4.03, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.
(10)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.05 to $4.14, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.
(11)  Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
(12)  On February 1, 2017, the Reporting Person was granted 108,000 RSUs under the Plan. These RSUs were subject to the approval by the Company's shareholders of an amendment to the Plan, which amendment was approved on May 15, 2017, and were previously disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2017. These RSUs vest in three equal installments on each of January 31, 2018, January 31, 2019 and January 31, 2020.

Remarks:
In the event 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 3,491,270 Ordinary Shares of the Issuer in the form of stock options and Restricted Stock Units granted under the Amarin Corporation plc 2002 Stock Option Plan and the Plan.

Reporting Owners
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

Signatures
/s/ Joseph T. Kennedy 7/3/2017
** Signature of Reporting Person Date


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