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*
(Street)
| 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)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||||||||||||||
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| 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. | ||
| * 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. | ||