Prothena (PRTA) Form 4 PROTHENA CORP PUBLIC / Wagner M. Zago 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^*

Zago Wagner M.

(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 Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2021

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, par value $0.01 per share	06/22/2021		M(1)		15,000	A	$20.17	15,000	D
Ordinary Shares, par value $0.01 per share	06/22/2021		M(1)		19,000	A	$27.81	34,000	D
Ordinary Shares, par value $0.01 per share	06/22/2021		M(1)		81,250	A	$15.04	115,250	D
Ordinary Shares, par value $0.01 per share	06/22/2021		S(1)		65,840	D	$45.4169(2)	49,410	D
Ordinary Shares, par value $0.01 per share	06/22/2021		S(1)		26,106	D	$46.2743(3)	23,304	D
Ordinary Shares, par value $0.01 per share	06/22/2021		S(1)		18,101	D	$47.8149(4)	5,203	D
Ordinary Shares, par value $0.01 per share	06/22/2021		S(1)		5,203	D	$49.0074(5)	0	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)	$20.17	06/22/2021		M(1)			15,000	(6)	09/03/2023	Ordinary Shares	15,000	$0.00	0	D
Stock Option (Right to Buy)	$27.81	06/22/2021		M(1)			19,000	(6)	03/11/2025	Ordinary Shares	19,000	$0.00	0	D
Stock Option (Right to Buy)	$15.04	06/22/2021		M(1)			81,250	(7)	06/21/2028	Ordinary Shares	81,250	$0.00	68,750	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.

2. The transaction was executed in multiple trades in prices ranging from $45.015 to $46.00, 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 range set forth in this footnote.

3. The transaction was executed in multiple trades in prices ranging from $46.03 to $46.89, 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 range set forth in this footnote.

4. The transaction was executed in multiple trades in prices ranging from $47.31 to $48.30, 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 range set forth in this footnote.

5. The transaction was executed in multiple trades in prices ranging from $48.31 to $49.11, 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 range set forth in this footnote.

6. The shares subject to the option were fully vested as of the date of the exercise.

7. 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 June 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.

	/s/ Michael Malecek, as Attorney in Fact for Wagner M. Zago	06/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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