Sec Form 4 Filing - Mikhail Karim @ AMARIN CORP PLC\UK - 2023-01-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mikhail Karim 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) President and CEO (Last) (First) (Middle) C/O AMARIN PHARMA, INC., 440 US HIGHWAY 22 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2023 (Street) BRIDGEWATER, NJ08807 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 ) 01/31/2023 M( 2 ) 207,700 A 322,484 D Ordinary Shares ( 1 ) 01/31/2023 F( 4 ) 62,310 D $ 1.86 260,174 D Ordinary Shares ( 1 ) 02/21/2023 A( 5 )( 6 ) 33,334 A 293,508 D Ordinary Shares ( 1 ) 02/21/2023 F( 4 ) 10,001 D $ 1.8 283,507 ( 7 ) 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 S ecurity (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 ( 8 ) $ 0 01/31/2023 M 207,700 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 207,700 $ 0 415,400 D Stock Option (Right to Buy) $ 1.8 02/21/2023 A 1,601,500 ( 9 ) 02/21/2033 Ordinary Shares ( 1 ) 1,601,500 $ 0 1,601,500 D Restricted Stock Units ( 8 ) $ 0 02/21/2023 A 800,800 ( 10 ) ( 3 ) Ordinary Shares ( 1 ) 800,800 $ 0 800,800 D Restricted Stock Units ( 8 ) $ 0 02/21/2023 A 66,666 ( 5 )( 6 ) ( 3 ) Ordinary Shares ( 1 ) 66,666 $ 0 66,666 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mikhail Karim C/O AMARIN PHARMA, INC. 440 US HIGHWAY 22 BRIDGEWATER, NJ08807 X President and CEO Signatures By: /s/ Tom Reilly, by power of attorney 02/23/2023 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 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. ( 3 )Not applicable. ( 4 )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. ( 5 )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. ( 6 )(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. ( 7 )Please see the section titled "Remarks" below for additional information. ( 8 )Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. ( 9 )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. ( 10 )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.

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

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.