SEC Form 3
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*
Abingworth LLP

(Last) (First) (Middle)
38 JERMYN STREET

(Street)
LONDON X0 SW1Y 6DN

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/16/2009
3. Issuer Name and Ticker or Trading Symbol
AMARIN CORP PLC\UK [ AMRN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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 See footnote(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 See footnote(1)
Explanation of Responses:
1. The Reporting Person is the investment manager to a number of investment funds including Abingworth Bioventures V L.P., Abingwworth Bioventures V Co-Invest Growth Equity Fund LP 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 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 Amarin Corporation plc; provided, further, that any such increase (or waiver) will not be effective until the sixty-first (61st) day after such notice is delivered to Amarin Corporation plc.
Remarks:
/s/ Timothy J. Haines 10/26/2009
** 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.
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