Sec Form 4 Filing - Zakrzewski Joseph S @ AMARIN CORP PLC\UK - 2012-07-26

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zakrzewski Joseph S
2. Issuer Name and Ticker or Trading Symbol
AMARIN CORP PLC\UK [ AMRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O AMARIN PHARMA, INC., 1430 ROUTE 206, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/26/2012
(Street)
BEDMINSTER, NJ07921
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Ordinary Shares ( 1 ) 07/26/2012 A 33,333 A $ 0 ( 2 ) 111,937 D
Ordinary Shares ( 1 ) 07/27/2012 M 150,000 A $ 1.35 261,937 D
Ordinary Shares ( 1 ) 07/27/2012 S( 4 ) 71,946 D $ 14.58 ( 5 ) 189,991 D
Ordinary Shares ( 1 ) 07/27/2012 S( 4 ) 78,054 D $ 14.07 ( 8 ) 111,937 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 ( 7 ) 07/26/2012 A 33,333 ( 3 ) ( 3 ) Ordinary Shares ( 1 ) 33,333 $ 0 33,333 D
Stock Option (right to buy) $ 1.35 07/27/2012 M 150,000 ( 6 ) 12/21/2019 Ordinary Shares ( 1 ) 150,000 $ 0 215,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zakrzewski Joseph S
C/O AMARIN PHARMA, INC.
1430 ROUTE 206, SUITE 200
BEDMINSTER, NJ07921
X Chief Executive Officer
Signatures
/s/ Frederick Ahlholm, by power of attorney 07/30/2012
Signature of Reporting Person Date
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 1, 2012, the Reporting Person was granted 200,000 restricted stock units (the "RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan. Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. The RSUs vest in six equal installments based on the Issuer's satisfaction of certain performance criteria and continued employment of the Reporting Person as provided in the Restricted Stock Unit Award Agreement between the Issuer and the Reporting Person. The performance criteria for the first installment was met, resulting in vesting of 33,333 RSUs.
( 3 )These RSUs vest on July 26, 2013, subject to continued employment of the Reporting Person through such date. Ordinary Shares will be delivered to the Reporting Person as soon as practicable after the vesting date.
( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 9, 2012.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.32 to $14.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
( 6 )On December 21, 2009, the Reporting Person was granted an option to purchase 1,170,000 ordinary shares under the Amarin Corporation plc 2002 Stock Option Plan. The stock option initally vested in four equal annual installments beginning on January 1, 2010. In December 2010, the Issuer's Board of Directors approved the acceleration of the vesting of this award by six months such that the option vested in four equal installments and became fully vested on July 1, 2012.
( 7 )Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.32 to $13.54, inclusive.

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