| 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 AMARIN CORP PLC\UK [ AMRN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/04/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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) | $3.66 | 02/04/2022 | A | 791,300 | (1) | 02/04/2032 | Ordinary Shares(2) | 791,300 | $0.00 | 791,300 | D | ||||
| Restricted Stock Units(3) | $0.00 | 02/04/2022 | A | 623,100 | (4) | (5) | Ordinary Shares(2) | 623,100 | $0.00 | 623,100 | D | ||||
| Explanation of Responses: |
| 1. On February 4, 2022, the Reporting Person was granted an option to purchase 791,300 Ordinary Shares under the Amarin Corporation plc 2020 Stock Incentive Plan (the "2020 Plan"). The shares subject to this option shall vest and become exercisable over four years, with 25% to vest on the first anniversary of the grant date and the balance to vest ratably over the subsequent 12 calendar quarters on the last day of each April, July, October and January. |
| 2. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
| 3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. |
| 4. On February 4, 2022, the Reporting Person was granted 623,100 RSUs under the 2020 Plan. These RSUs vest in three equal installments on each of January 31, 2023, January 31, 2024 and January 31, 2025. |
| 5. Not applicable. |
| Remarks: |
| The equity grants referenced above were supported by recommendations of the Company's independent compensation consultant and approved by the Remuneration Committee of the Company's Board of Directors. In the case of a Change of Control (as defined in the 2020 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 3,022,330 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and RSUs outstanding under the Issuer's stock incentive plans, including but not limited to certain performance-based RSUs that are earned only if certain pre-defined operational milestones are achieved and, in certain cases, then vest only if the recipient remains with the company for an extended period of time. |
| /s/ Michael W. Kalb, by power of attorney | 02/08/2022 | |
| ** 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. | ||
