Amarin Corporation plc
AMARIN CORP PLC\UK (Form: 4, Received: 04/25/2011 21:51:37)
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GORDON CARL L
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 ORBIMED ADVISORS LLC, 767 THIRD AVENUE, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

4/21/2011
(Street)

NEW YORK,, NY 10017
(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) 4/21/2011     S    247633   (4) D $16.18   (6) 2426667   I   See Footnotes   (2) (3)
Ordinary Shares   (1) 4/21/2011     S    2367   (5) D $16.18   (6) 23333   I   See Footnotes   (2) (3)
Ordinary Shares   (1) 4/21/2011     S    495267   (4) D $16.91   (7) 1931400   I   See Footnotes   (2) (3)
Ordinary Shares   (1) 4/21/2011     S    4733   (5) D $16.91   (7) 18600   I   See Footnotes   (2) (3)

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

Explanation of Responses:
( 1)  The Ordinary Shares (the "Shares") may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
( 2)  The reporting person is affiliated with OrbiMed Private Investments III, LP ("OPI III") and OrbiMed Associates III, LP ("Associates"), which hold the Shares reported herein. OrbiMed Capital GP III LLC ("Capital") is the sole general partner of OPI III. OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of Capital and the sole general partner of Associates. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. OPI III and Associates have designated a representative, currently the reporting person, a member of Advisors, to serve on the Issuer's board of directors.
( 3)  The reporting person does not have sole voting or investment power over the securities held by OPI III and Associates. However, the reporting person may be deemed to have beneficial ownership of these securities by virtue of his affiliation with Advisors. The reporting person disclaims beneficial ownership of the Shares reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that the reporting person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
( 4)  These Shares are beneficially owned by OPI III.
( 5)  These Shares are beneficially owned by Associates.
( 6)  The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $15.70 to $16.69, 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 set forth in this footnote.
( 7)  The price reported in Column 4 is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $16.70 to $17.08, 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 set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GORDON CARL L
C/O ORBIMED ADVISORS LLC
767 THIRD AVENUE, 30TH FLOOR
NEW YORK,, NY 10017
X



Signatures
/s/ Carl L. Gordon 4/25/2011
** Signature of Reporting Person Date


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