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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (11) | 05/15/2017 | A | 108,000 | (12) | (6) | Ordinary Shares (1) | 108,000 | $ 0 | 108,000 | D | ||||
| Restricted Stock Units | $ 0 (11) | 06/30/2017 | M | 47,187 | (5) | (6) | Ordinary Shares (1) | 47,187 | $ 0 | 377,500 | D | ||||
| Restricted Stock Units | $ 0 (11) | 06/30/2017 | M | 6,250 | (7) | (6) | Ordinary Shares (1) | 6,250 | $ 0 | 50,000 | D | ||||
| 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 | |||
| /s/ Joseph T. Kennedy | 07/03/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. | |