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4 Filing
Amarin (AMRN) Form 4AMARIN / Steven B Ketchum ownership change
Filed: 31 Jan 25, 4:45pm
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)
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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) 01/30/2025 | ||||||||||||||||||||||||||
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(1) | 01/30/2025 | M(2) | 51,500 | A | (3) | 722,340 | D | |||
Ordinary Shares(1) | 01/30/2025 | F(4) | 28,382 | D | $0.62(5) | 693,958 | D | |||
Ordinary Shares(1) | 01/31/2025 | M(6) | 34,566 | A | (3) | 728,524 | D | |||
Ordinary Shares(1) | 01/31/2025 | F(4) | 19,197 | D | $0.62(5) | 709,327 | D | |||
Ordinary Shares(1) | 01/31/2025 | M(7) | 44,933 | A | (3) | 754,260 | D | |||
Ordinary Shares(1) | 01/31/2025 | F(4) | 24,833 | D | $0.62(5) | 729,427 | D | |||
Ordinary Shares(1) | 01/31/2025 | M(8) | 38,667 | A | (3) | 768,094 | D | |||
Ordinary Shares(1) | 01/31/2025 | F(4) | 21,093 | D | $0.62(5) | 747,001 | 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 | ||||||||
Restricted Stock Unit(9) | $0 | 01/30/2025 | A | 51,500 | (2) | (3) | Ordinary Shares(1) | 51,500 | $0 | 0 | D | ||||
Restricted Stock Unit(9) | $0 | 01/30/2025 | M | 51,500 | (2) | (3) | Ordinary Shares(1) | 51,500 | $0 | 0 | D | ||||
Restricted Stock Unit(9) | $0 | 01/31/2025 | M | 34,566 | (6) | (3) | Ordinary Shares(1) | 34,566 | $0 | 0 | D | ||||
Restricted Stock Unit(9) | $0 | 01/31/2025 | M | 44,933 | (7) | (3) | Ordinary Shares(1) | 44,933 | $0 | 44,934 | D | ||||
Restricted Stock Unit(9) | $0 | 01/31/2025 | M | 38,667 | (8) | (3) | Ordinary Shares(1) | 38,667 | $0 | 77,333 | D |
Explanation of Responses: |
1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. |
2. On February 21, 2023, the Reporting Person was granted 103,000 RSUs under the Amarin Corporation plc 2020 Stock Incentive Plan, which vest upon achievement of certain performance-based milestones and subject to the Reporting Person's continued service with the Issuer as provided in the RSU Award Agreement between the Issuer and Reporting Person. On January 30, 2025, the second of two performance-based milestones was achieved based on a predetermined formula tied to company cash balance as determined by the Issuer's Remuneration Committee of its Board of Directors, resulting in the vesting of 51,500 RSUs. |
3. Not applicable |
4. Represents withholding by the Issuer of shares in respect of tax liability incident to the vesting of a security issued in accordance with Rule 16b-3, and not a market sale of securities. |
5. Grant price is set at the higher of (1) our nominal par value of 50 pence per share, or as converted on date of grant of $0.62 per share, for which our Plan dictates under United Kingdom law, or (2) fair market value of stock price on the NASDAQ at close of business day. |
6. On February 4, 2022, the Reporting Person was granted 103,700 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2020 Stock Incentive Plan (as amended, the "Plan"). These RSUs vest in three equal installments on each of January 31, 2023, January 31, 2024 and January 31, 2025. |
7. On February 21, 2023, the Reporting Person was granted 134,800 RSUs under the Plan. These RSUs vest in three equal installments on each of January 31, 2024, January 31, 2025 and January 31, 2026. |
8. On February 1, 2024, the Reporting Person was granted 116,000 RSUs under the Plan. These RSUs vest in three equal installments on each of January 31, 2025, January 31, 2026 and January 31, 2027. |
9. Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. |
/s/ Jonathan Provoost | 01/31/2025 | |
** 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. |