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)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2021

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

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
Employee Stock Option (Right to Buy)	$27.81	02/12/2021		D			55,000	03/11/2019	03/11/2025	Ordinary Shares	55,000	(1)	0	D
Employee Stock Option (Right to Buy)	$22.85	02/12/2021		A		50,000		(2)	03/11/2025	Ordinary Shares	50,000	(1)	50,000	D
Employee Stock Option (Right to Buy)	$34.61	02/12/2021		D			65,000	02/24/2020	02/24/2026	Ordinary Shares	65,000	(3)	0	D
Employee Stock Option (Right to Buy)	$22.85	02/12/2021		A		40,625		(2)	02/24/2026	Ordinary Shares	40,625	(2)	40,625	D
Employee Stock Option (Right to Buy)	$55	02/12/2021		D			75,000	(4)	02/22/2027	Ordinary Shares	75,000	(5)	0	D
Employee Stock Option (Right to Buy)	$22.85	02/12/2021		A		39,062		(2)	02/22/2027	Ordinary Shares	39,062	(5)	39,062	D
Employee Stock Option (Right to Buy)	$33.1	02/12/2021		D			80,000	(6)	02/21/2028	Ordinary Shares	80,000	(7)	0	D
Employee Stock Option (Right to Buy)	$22.85	02/12/2021		A		60,150		(8)	02/21/2028	Ordinary Shares	60,150	(7)	60,150	D

Explanation of Responses:

1. On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 55,000 of the issuer's ordinary shares granted to the reporting person on March 11, 2015. In exchange, the reporting person received a replacement option, for 50,000 ordinary shares, having an exercise price of $22.85 per ordinary share.

2. The shares subject to the option will vest and become exercisable on the one year anniversary of the date of grant, subject to the reporting person's continued service with the issuer through such one year anniversary.

3. On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 65,000 of the issuer's ordinary shares granted to the reporting person on February 24, 2016. In exchange, the reporting person received a replacement option, for 40,625 ordinary shares, having an exercise price of $22.85 per ordinary share.

4. The shares subject to the option will vest and become exercisable as to 25% of the total number of shares subject to the option on February 22, 2018 and with respect to 1/48th of the total number of shares subject to the option in successive, equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued employment with the issuer on each such vesting date.

5. On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 75,000 of the issuer's ordinary shares granted to the reporting person on February 22, 2017. In exchange, the reporting person received a replacement option, for 39,062 ordinary shares, having an exercise price of $22.85 per ordinary share.

6. The shares subject to the option will vest and become exercisable as to 25% of the total number of shares subject to the option on February 21, 2019 and with respect to 1/48th of the total number of shares subject to the option in successive, equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued employment with the issuer on each such vesting date.

7. On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 80,000 of the issuer's ordinary shares granted to the reporting person on February 21, 2018. In exchange, the reporting person received a replacement option, for 60,150 ordinary shares, having an exercise price of $22.85 per ordinary share.

8. The shares subject to the option will vest and become exercisable as to 47/48 of the total number of shares subject to the option on the one year anniversary of the date of grant and with respect to 1/48 of the total number of shares subject to the option on February 21, 2022, subject to the reporting person's continued service with the issuer on each such vesting date.

Remarks:

Chief Operating Officer and Chief Financial Officer

	/s/ Michael Malecek, as Attorney in Fact for Tran B. Nguyen	02/17/2021
	** Signature of Reporting Person	Date
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