FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2011 |
3. Issuer Name and Ticker or Trading Symbol
AMARIN CORP PLC\UK [ AMRN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares, 50 pence par value per share | 17,000,000 | I(1) | See footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants to Purchase Ordinary Shares | 10/16/2009(2) | 10/16/2014 | Ordinary Shares | 8,500,000 | $1.5 | I(1) | See footnote(1) |
Stock Option (right to buy) | (3)(4) | 02/10/2020 | Ordinary Shares | 103,200 | $1.03 | I(3)(4) | See footnotes(3)(4) |
Explanation of Responses: |
1. The Reporting Person is the investment manager to a number of investment funds that include Abingworth Bioventures V L.P. ("ABV V"), Abingworth Bioventures V Co-Invest Growth Equity Fund LP ("AGE") and Abingworth Bioequities Master Fund Limited (collectively, the "Abingworth Funds"). The Reporting Person holds the reported securities indirectly through the Abingworth Funds. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
2. The Abingworth Funds are prohibited from exercising the warrants reported herein to the extent that, after giving effect to such exercise, the Abingworth Funds (together with their affiliates) would beneficially own in excess of 9.99% of the ordinary shares of Amarin Corporation plc (the "Issuer") outstanding immediately after giving effect to such exercise; provided that the Abingworth Fund holding such warrants may increase or decrease such percentage to any other percentage (or waive the applicability of the blocker) upon written notice to the Issuer; provided, further, that any such increase (or waiver) will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. |
3. On February 20, 2010, Joseph Anderson, a partner of the Reporting Person, was granted an option to purchase 120,000 ordinary shares of the Issuer under the Amarin Corporation plc 2002 Stock Option Plan in consideration of his services as a director of the Issuer. The stock option will vest in four equal installments on each anniversary of such grant date. Under an agreement between Mr. Anderson and the Reporting Person, Mr. Anderson is deemed to hold 103,200 of the 120,000 Ordinary Shares underlying the option for the benefit of ABV V and AGE (51,600 Ordinary Shares each), and must exercise this portion of the option solely upon the direction of the Reporting Person (the "Abingworth Options"). ABV V or AGE, as applicable, is entitled to the Ordinary Shares issuable upon exercise of the Abingworth Options. |
4. ABV V and AGE may be deemed the indirect beneficial owners of the Abingworth Options, and Mr. Anderson may be deemed the indirect beneficial owner of the Abingworth Options through his indirect interest in ABV V and AGE. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
Remarks: |
The Reporting Person is filing this form in connection with the Issuer transitioning from foreign private issuer to full reporting status, effective as of January 1, 2011. |
/s/ James Abell | 01/04/2011 | |
** 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 5 (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. |