0000899243-23-006076.txt : 20230223 0000899243-23-006076.hdr.sgml : 20230223 20230223213932 ACCESSION NUMBER: 0000899243-23-006076 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230131 FILED AS OF DATE: 20230223 DATE AS OF CHANGE: 20230223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ketchum Steven B CENTRAL INDEX KEY: 0001289884 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21392 FILM NUMBER: 23662167 MAIL ADDRESS: STREET 1: 2483 EAST BAYSHORE ROAD STREET 2: SUITE 100 CITY: PALO ALTO STATE: CA ZIP: 94303 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SPACES SOUTH DOCKLANDS, BLOCK C STREET 2: 77 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: D02 VK60 BUSINESS PHONE: 353 1 6699 020 MAIL ADDRESS: STREET 1: SPACES SOUTH DOCKLANDS, BLOCK C STREET 2: 77 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: D02 VK60 FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2023-01-31 0 0000897448 AMARIN CORP PLC\UK AMRN 0001289884 Ketchum Steven B C/O AMARIN PHARMA, INC. 440 US HIGHWAY 22 BRIDGEWATER NJ 08807 0 1 0 0 Chief Scientific Officer Ordinary Shares 2023-01-31 4 M 0 34567 A 578588 D Ordinary Shares 2023-01-31 4 F 0 13706 1.86 D 564882 D Ordinary Shares 2023-02-21 4 A 0 29134 D 594016 D Ordinary Shares 2023-02-21 4 F 0 14520 1.80 D 579496 D Restricted Stock Units 0.00 2023-01-31 4 M 0 34567 0.00 D Ordinary Shares 34567 69133 D Stock Option (Right to Buy) 1.80 2023-02-21 4 A 0 269600 0.00 A 2033-02-21 Ordinary Shares 269600 269600 D Restricted Stock Units 0.00 2023-02-21 4 A 0 134800 0.00 A Ordinary Shares 134800 134800 D Restricted Stock Units 0.00 2023-02-21 4 A 0 14567 0.00 A Ordinary Shares 14567 14567 D The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. 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. Not applicable. 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. 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. (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 29,134 RSUs (two tranches) and the remaining 14,567 (third tranche) scheduled to vest on January 4, 2024. Please see the section titled "Remarks" below for additional information. Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. 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. 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. 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 2,139,797 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/ Tom Reilly, by power of attorney 2023-02-23