Sec Form 4 Filing - Nguyen Tran @ PROTHENA CORP PUBLIC LTD CO - 2022-10-19

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
Nguyen Tran
2. Issuer Name and Ticker or Trading Symbol
PROTHENA CORP PUBLIC LTD CO [ PRTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer and CFO
(Last) (First) (Middle)
C/O PROTHENA BIOSCIENCES INC, 331 OYSTER POINT BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
10/19/2022
(Street)
SOUTH SAN FRANCISCO, CA94080
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, par value $0.01 per share 10/19/2022 M 10,000 A $ 6.73 13,200 D
Ordinary Shares, par value $0.01 per share 10/19/2022 S( 1 ) 2,768 D $ 55.036( 2 ) 10,432 D
Ordinary Shares, par value $0.01 per share 10/19/2022 S( 1 ) 2,520 D $ 56.3037( 3 ) 7,912 D
Ordinary Shares, par value $0.01 per share 10/19/2022 S( 1 ) 4,541 D $ 57.3029( 4 ) 3,371 D
Ordinary Shares, par value $0.01 per share 10/19/2022 S( 1 ) 171 D $ 58.1746( 5 ) 3,200 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
Stock Option (Right to Buy) $ 6.73 10/19/2022 M 10,000 ( 6 ) 03/31/2023 Ordinary Shares 10,000 $ 0 50,000( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nguyen Tran
C/O PROTHENA BIOSCIENCES INC
331 OYSTER POINT BOULEVARD
SOUTH SAN FRANCISCO, CA94080
Chief Strategy Officer and CFO
Signatures
/s/ Michael Malecek, as Attorney in Fact for Tran B. Nguyen 10/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in connection with a court stipulation and proposed order regarding the separation of assets ("Court Order") in anticipation of a potential divorce settlement agreement.
( 2 )The transaction was executed in multiple trades in prices ranging from $54.78 to $55.765, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in footnotes 2 through 5 of this Form 4.
( 3 )The transaction was executed in multiple trades in prices ranging from $55.805 to $56.77, inclusive.
( 4 )The transaction was executed in multiple trades in prices ranging from $56.84 to $57.72, inclusive.
( 5 )The transaction was executed in multiple trades in prices ranging from $58.05 to $58.20, inclusive.
( 6 )The option was granted on April 1, 2013 and all shares subject to the option were fully vested and exercisable. The option will expire in approximately five months and be forfeited to the extent it is not exercised on or prior to March 31, 2023.
( 7 )The Reporting Person holds options that give him the right to acquire an aggregate of 903,837 shares at exercise prices ranging from $6.73 to $32.45, of which 721,003 are currently exercisable, and 182,834 are currently unexercisable but vest over time, subject to the Reporting Person's continued employment with the Issuer on each applicable vesting date of each option award. Certain of these options are subject to the Court Order.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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