Sec Form 4 Filing - Kennedy Joseph T @ AMARIN CORP PLC\UK - 2018-01-31

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 Kennedy Joseph T 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) General Counsel (Last) (First) (Middle) C/O AMARIN PHARMA, INC., 1430 ROUTE 206 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2018 (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 ) 01/31/2018 M 60,937 ( 2 ) A 60,937 D Ordinary Shares ( 1 ) 01/31/2018 M 26,667 ( 4 ) A 87,604 D Ordinary Shares ( 1 ) 01/31/2018 M 36,000 ( 5 ) A 123,604 D Ordinary Shares ( 1 ) 01/31/2018 F( 6 ) 60,313 D $ 3.83 63,291 D Ordinary Shares ( 1 ) 01/31/2018 S( 7 ) 44,857 D $ 3.7316 ( 8 ) 18,434 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 ( 9 ) $ 0 01/31/2018 M 60,937 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 60,937 $ 0 0 ( 10 ) D Restricted Stock Units ( 9 ) $ 0 01/31/2018 M 26,667 ( 4 ) ( 3 ) Ordinary Shares ( 1 ) 26,667 $ 0 26,666 D Restricted Stock Units ( 9 ) $ 0 01/31/2018 M 36,000 ( 5 ) ( 3 ) Ordinary Shares ( 1 ) 36,000 $ 0 72,000 D Restricted Stock Units ( 9 ) $ 0 02/01/2018 A 78,000 ( 11 ) ( 3 ) Ordinary Shares ( 1 ) 78,000 $ 0 78,000 D Stock Option (Right to Buy) $ 3.8 02/01/2018 A 117,000 ( 12 ) 02/01/2028 Ordinary Shares ( 1 ) 117,000 $ 3.8 117,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Joseph T C/O AMARIN PHARMA, INC. 1430 ROUTE 206 BEDMINSTER, NJ07921 General Counsel Signatures /s/ Joseph T. Kennedy 02/02/2018 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 2, 2015, the Reporting Person was granted 182,813 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2016, January 31, 2017 and January 31, 2018. The third and final vesting event occurred on January 31, 2018. ( 3 )Not applicable. ( 4 )On February 1, 2016, the Reporting Person was granted 80,000 RSUs under the Amarin Corporation plc 2011 Stock Inventive Plan. These RSUs vest in three equal installments on each of January 31, 2017, January 31, 2018 and January 31, 2019. The second vesting event occurred on January 31, 2018. ( 5 )On February 1, 2017, the Reporting Person was granted 108,000 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2018, January 31, 2019 and January 31, 2020. The first vesting event occurred on January 31, 2018. ( 6 )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. ( 7 )Sales made pursuant to a 10b5-1 trading plan dated December 9, 2016. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $3.80, 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. ( 9 )Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. ( 10 )Please see the section titled "Remarks" below for additional information. ( 11 )On February 1, 2018, the Reporting Person was granted 78,000 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2019, January 31, 2020 and January 31, 2021. ( 12 )On February 1, 2018, the Reporting Person was granted an option to purchase 117,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month starting on February 28, 2018.

Remarks: As of the date of this form 4, the Reporting Person owns or holds the right to acquire an aggregate of 3,474,224 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and Restricted Stock Units granted under the Amarin Corporation plc 2002 Stock Option Plan and the Amarin Corporation plc 2011 Stock Incentive Plan.The above-referenced stock option and RSU awards were approved by the Issuer's remuneration committee, in consultatio n with an independent executive compensation consultant, as part of the Issuer's annual review of executive compensation matters and were benchmarked against the Issuer's pre-defined peer group at the 50th percentile level for long-term incentive awards and other market data.In the event of a Change of Control (as defined in the Amarin Corporation plc 2011 Stock Incentive Plan), the grants described in this Form 4 vest in full.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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