Karim Mikhail - 31 Jan 2023 Form 4 Insider Report for AMARIN CORP PLC\UK (AMRN)

Role
President and CEO, Director
Signature
By: /s/ Tom Reilly, by power of attorney
Issuer symbol
AMRN
Transactions as of
31 Jan 2023
Transactions value $
-$133,898
Form type
4
Filing time
23 Feb 2023, 20:40:54 UTC
Previous filing
04 Jan 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AMRN Ordinary Shares Options Exercise +208K +180.95% 322K 31 Jan 2023 Direct F1, F2, F3
transaction AMRN Ordinary Shares Tax liability -$116K -62.3K -19.32% $1.86 260K 31 Jan 2023 Direct F1, F4
transaction AMRN Ordinary Shares Award +33.3K +12.81% 294K 21 Feb 2023 Direct F1, F3, F5, F6
transaction AMRN Ordinary Shares Tax liability -$18K -10K -3.41% $1.80 284K 21 Feb 2023 Direct F1, F4, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AMRN Restricted Stock Units Options Exercise $0 -208K -33.33% $0.00 415K 31 Jan 2023 Ordinary Shares 208K $0.00 Direct F1, F2, F3, F8
transaction AMRN Stock Option (Right to Buy) Award $0 +1.6M $0.00 1.6M 21 Feb 2023 Ordinary Shares 1.6M $1.80 Direct F1, F9
transaction AMRN Restricted Stock Units Award $0 +801K $0.00 801K 21 Feb 2023 Ordinary Shares 801K $0.00 Direct F1, F3, F8, F10
transaction AMRN Restricted Stock Units Award $0 +66.7K $0.00 66.7K 21 Feb 2023 Ordinary Shares 66.7K $0.00 Direct F1, F3, F5, F6, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
F2 On February 4, 2022, the Reporting Person was granted 623,100 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.
F3 Not applicable.
F4 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.
F5 On April 12, 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.
F6 (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 33,334 RSUs (first tranche) and the remaining 66,666 (two tranches) scheduled to vest on each of April 12, 2023 and April 12, 2024.
F7 Please see the section titled "Remarks" below for additional information.
F8 Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
F9 On February 21, 2023, the Reporting Person was granted an option to purchase 1,618,900 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.
F10 On February 21, 2023, the Reporting Person was granted 800,800 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 5,858,438 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.