Prothena (PRTA) Form 4 PROTHENA CORP PUBLIC / Tran Nguyen ownership change

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^*

Nguyen Tran

(Last) (First) (Middle)

C/O PROTHENA BIOSCIENCES INC

331 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROTHENA CORP PUBLIC LTD CO [ PRTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Strategy Officer and CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2023

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, par value $0.01 per share	05/17/2023		M		45,000	A	$29.81	48,200	D
Ordinary Shares, par value $0.01 per share	05/17/2023		M		50,000	A	$22.85	98,200	D
Ordinary Shares, par value $0.01 per share	05/17/2023		S(1)		14,001	D	$72.6609(2)	84,199	D
Ordinary Shares, par value $0.01 per share	05/17/2023		S(1)		34,640	D	$73.5367(3)	49,559	D
Ordinary Shares, par value $0.01 per share	05/17/2023		S(1)		37,044	D	$74.5458(4)	12,515	D
Ordinary Shares, par value $0.01 per share	05/17/2023		S(1)		9,215	D	$75.4429(5)	3,300	D
Ordinary Shares, par value $0.01 per share	05/17/2023		S(1)		100	D	$76.04	3,200	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)	$29.81	05/17/2023		M			45,000	(6)	02/04/2024	Ordinary Shares	45,000	$0	0(7)	D
Stock Option (Right to Buy)	$22.85	05/17/2023		M			50,000	(6)	03/11/2025	Ordinary Shares	50,000	$0	0(7)	D

Explanation of Responses:

1. The transactions reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on January 10, 2023 in connection with a court stipulation and order regarding the separation of assets ("Court Order") in accordance with a divorce settlement agreement.

2. The transaction was executed in multiple trades in prices ranging from $72.03 to $73.02, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the ranges set forth in footnotes 2 through 5 of this Form 4.

3. The transaction was executed in multiple trades in prices ranging from $73.03 to $74.025, inclusive.

4. The transaction was executed in multiple trades in prices ranging from $74.03 to $75.02, inclusive.

5. The transaction was executed in multiple trades in prices ranging from $75.04 to $76.025, inclusive.

6. All shares subject to the option have fully vested.

7. The Reporting Person holds options that give him the right to acquire an aggregate of 806,837 shares at exercise prices ranging from $12.15 to $52.97, of which 638,253 are currently exercisable, and 168,584 are currently unexercisable but vest over time, subject to the Reporting Person's continued employment with the Issuer on each applicable vesting date of each option award. Certain of these options are subject to the Court Order.

	/s/ Michael Malecek, as Attorney in Fact for Tran B. Nguyen	05/17/2023
	** 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).
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