SEC Form 4 

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person^*
Kennedy Joseph T

(Last) | (First) | (Middle)
C/O AMARIN PHARMA, INC.
1430 ROUTE 206

(Street) 
BEDMINSTER | NJ | 07921

(City) | (State) | (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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)(2) | 01/12/2018 | | S | | 9,587 | D | $4.29^(3) | 41,519 | D |
Ordinary Shares^(1)(2) | 01/16/2018 | | S | | 10,000 | D | $4.13^(4) | 31,519 | D |
Ordinary Shares^(1)(2) | 01/17/2018 | | S | | 31,519 | D | $4.03^(5) | 0^(6) | D |

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 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: 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. Sales made pursuant to a 10b5-1 trading plan dated December 9, 2016.
2. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.27 to $4.30, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.10 to $4.315, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.975 to $4.12, 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
6. Please see the section titled "Remarks" below for additional information.
Remarks:
As of the date of this Form 4, the Reporting Person owns or holds the right to acquire an aggregate of 3,384,394 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 Amarin Corporation plc 2011 Stock Incentive Plan.
| /s/ Joseph T. Kennedy | 01/17/2018
| ** 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 Number.