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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*
Ketchum Steven B

(Last) (First) (Middle)
C/O AMARIN PHARMA, INC.
440 US HIGHWAY 22

(Street)
BRIDGEWATER NJ 08807

(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)
Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2021
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) 02/01/2021 M(3) 16,703 A $2.5 425,069 D
Ordinary Shares(1)(2) 02/01/2021 M(4) 164,573 A $2.5 589,642 D
Ordinary Shares(1)(2) 02/01/2021 M(5) 11,082 A $2.95 600,724 D
Ordinary Shares(1)(2) 02/01/2021 S 192,358 D $8.0603(6) 408,366 D
Ordinary Shares(1)(2) 02/01/2021 S 25,370 D $8.028(7) 382,996(8) 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) $2.5 02/01/2021 M 16,703 (3) 07/06/2025 Ordinary Shares(2) 16,703 $0.00 0.00 D
Stock Option (Right to Buy) $2.5 02/01/2021 M 164,573 (4) 07/06/2025 Ordinary Shares(2) 164,573 $0.00 0.00 D
Stock Option (Right to Buy) $2.95 02/01/2021 M 11,082 (5) 01/31/2027 Ordinary Shares(2) 11,082 $0.00 0.00 D
Explanation of Responses:
1. Multiple reportable transactions are reported in the Form 4 including exercises of previously granted stock options and sale of certain shares. The market sales 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. On July 6, 2015, the Reporting Person was granted an option to purchase 180,000 Ordinary Shares under the Plan. The vesting of the shares was subject to a certain performance milestone that was previously achieved. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on July 31, 2015. This option was fully vested as of the date hereof.
4. On July 6, 2015, the Reporting Person was granted an option to purchase 240,000 Ordinary Shares under the Plan. The vesting of the shares was subject to a certain performance milestone that was previously achieved. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on July 31, 2015. This option was fully vested as of the date hereof.
5. On February 1, 2017, the Reporting Person was granted an option to purchase 133,000 Ordinary Shares under the Plan. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on February 28, 2017. This option was fully vested as of the date hereof.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.29, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
8. 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 1,319,402 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and RSUs outstanding under the Issuer's stock incentive plans, including but not limited to certain performance-based RSUs that are earned only if certain pre-defined operational milestones are achieved and, in certain cases, then vest only if the recipient remains with the company for an extended period of time.
/s/ Joseph T. Kennedy, by power of attorney 02/03/2021
** 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.