SEC FORM 4

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^*

Berg Aaron

(Last)

(First)

(Middle)

C/O AMARIN PHARMA, INC.

440 US HIGHWAY 22

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMARIN CORP PLC\UK [ AMRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, President US

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	01/31/2023		M⁽²⁾		34,567	A	⁽³⁾	485,747	D
Ordinary Shares⁽¹⁾	01/31/2023		F⁽⁴⁾		13,707	D	$1.86	472,040	D
Ordinary Shares⁽¹⁾	02/21/2023		A⁽⁵⁾⁽⁶⁾		58,267	A	⁽³⁾	530,307	D
Ordinary Shares⁽¹⁾	02/21/2023		F⁽⁴⁾		28,162	D	$1.8	502,145⁽⁷⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽⁸⁾	$0.00	01/31/2023		M			34,567	⁽²⁾	⁽³⁾	Ordinary Shares⁽¹⁾	34,567	$0.00	69,133	D
Stock Option (Right to Buy)	$1.8	02/21/2023		A		269,600		⁽⁹⁾	02/21/2033	Ordinary Shares⁽¹⁾	269,600	$0.00	269,600	D
Restricted Stock Units⁽⁸⁾	$0.00	02/21/2023		A		134,800		⁽¹⁰⁾	⁽³⁾	Ordinary Shares⁽¹⁾	134,800	$0.00	134,800	D
Restricted Stock Units⁽⁸⁾	$0.00	02/21/2023		A		29,133		⁽⁵⁾⁽⁶⁾	⁽³⁾	Ordinary Shares⁽¹⁾	29,133	$0.00	29,133	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 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.

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. On January 4, 2021 (the "Grant Date"), the Reporting Person was granted RSUs under the Plan, which only vest subject to the achievement of certain performance-based milestones disclosed in the Issuer's definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 24, 2022 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. This RSU Award also provides that if performance metrics are achieved prior to the 3rd anniversary of the Grant Date, the achieved portion of such RSU Award shall also be subject to time-based vesting such that 1/3 of such amount shall become vested on each of the first, second and third anniversary of the Grant Date, subject to the Reporting Person's continued service to the Issuer.

6. (Continued from Footnote 5) The Issuer's Remuneration Committee of its Board certified the achievement of performance effective as of February 21, 2023, resulting in the vesting of 58,267 RSUs (two tranches) and the remaining 29,133 (third tranche) scheduled to vest on January 4, 2024.

7. Please see the section titled "Remarks" below for additional information.

8. Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.

9. On February 21, 2023, the Reporting Person was granted an option to purchase 269,600 Ordinary Shares under the 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.

10. 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.

Remarks:

In the case of a Change of Control (as defined in the Issuer's stock incentive 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 2,249,008 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.

	By: /s/ Tom Reilly, by power of attorney	02/23/2023
	** 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).
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