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SEC FORM 4 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)
05/31/2019
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) 05/31/2019 M 2,604 A $1.4 33,864(3) D
Ordinary Shares(1)(2) 05/31/2019 M 18,749 A $2.5 52,613(3) D
Ordinary Shares(1)(2) 05/31/2019 M 3,438 A $2.95 56,051(3) D
Ordinary Shares(1)(2) 05/31/2019 M 2,438 A $3.8 58,489(3) D
Ordinary Shares(1)(2) 05/31/2019 S 27,229 D $17.9242(4) 31,260(3) 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
Stock Option (Right to Buy) $1.4 05/31/2019 M 2,604 (5) 01/31/2026 Ordinary Shares(2) 2,604 $0.00 20,832 D
Stock Option (Right to Buy) $2.5 05/31/2019 M 18,749 (6) 07/06/2025 Ordinary Shares(2) 18,749 $0.00 18,764 D
Stock Option (Right to Buy) $2.95 05/31/2019 M 3,438 (7) 02/01/2027 Ordinary Shares(2) 3,438 $0.00 68,748 D
Stock Option (Right to Buy) $3.8 05/31/2019 M 2,438 (8) 02/01/2028 Ordinary Shares(2) 2,438 $0.00 77,998 D
Explanation of Responses:
1. The option exercises and sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
2. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
3. Please see the section titled "Remarks" below for additional information.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.57 to $18.34, 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.
5. On February 1, 2016, the Reporting Person was granted an option to purchase 125,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that started on February 29, 2016.
6. On July 6, 2015, the Reporting Person was granted an option to purchase 900,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that started on July 31, 2015.
7. On February 1, 2017, the Reporting Person was granted an option to purchase 165,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that started on February 28, 2017.
8. On February 1, 2018, the Reporting Person was granted an option to purchase 117,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month that started on February 28, 2018.
Remarks:
In the case 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 960,239 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and Restricted Stock Units granted under the Plan including but not limited to, certain performance-based Restricted Stock Units that are earned only if product revenues reach pre-defined annual milestone levels ranging from $300 million to $1.0 billion and, in certain cases, then vest only if the recipient remains with the company for an extended period of time.
/s/ Joseph T. Kennedy 05/31/2019
** 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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