Sec Form 4 Filing - STACK DAVID M @ AMARIN CORP PLC\UK - 2019-05-17

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
STACK DAVID M
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AMARIN PHARMA, INC., 1430 ROUTE 206
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2019
(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 ) ( 2 ) 05/17/2019 M 13,174 A $ 3.21 13,174 ( 3 ) D
Ordinary Shares ( 1 ) ( 2 ) 05/17/2019 S 13,174 D $ 18.0005 ( 4 ) 0 ( 3 ) 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) $ 3.21 05/17/2019 M 13,174 ( 5 ) 05/14/2028 Ordinary Shares ( 2 ) 13,174 $ 0 33,799 D
Stock Option (Right to Buy) $ 16.83 05/20/2019 A 9,658 ( 6 ) 05/20/2029 Ordinary Shares ( 2 ) 9,658 $ 0 9,658 D
Restricted Stock Units $ 0 ( 7 ) 05/20/2019 A 7,428 ( 8 ) ( 9 ) Ordinary Shares ( 2 ) 7,428 $ 0 7,428 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STACK DAVID M
C/O AMARIN PHARMA, INC.
1430 ROUTE 206
BEDMINSTER, NJ07921
X
Signatures
/s/ Joseph Kennedy, by power of attorney 05/21/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option exercises and sale transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.
( 2 )The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
( 3 )Please see the section titled "Remarks" below for additional information.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.01, 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.
( 5 )The stock option granted to the Reporting Person is fully vested as of the date hereof.
( 6 )On May 20, 2019, the Reporting Person was granted an option to purchase 9,658 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The option shall vest and become exercisable in a single annual installment upon the earlier of (i) the anniversary of the grant date of May 20, 2019 or (ii) the Issuer's annual general meeting of shareholders in 2020.
( 7 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion, with settlement to be made on a deferred basis, specifically upon the non-employee director's separation of service with the Issuer.
( 8 )On May 20, 2019, the Reporting Person was granted 7,428 RSUs under the Plan. The RSUs vest in equal annual installments over a three-year period, with each installment vesting upon the earlier of (i) the anniversary of the grant date of May 20, 2019 or (ii) the Issuer's annual general meeting of shareholders in such year.
( 9 )Not applicable.

Remarks:
In the case of a Change of Control (as defined in the Plan), the grants described in this Form 4 vest in full. This number does not represent the aggregate number of Ordinary Shares of the Issuer this Reporting Person holds or has a right to acquire in the form of stock options and restricted stock units granted to such Reporting Person. The grants made on May 20, 2019 are made in accordance with the Issuer's previously disclosed non-employee director compensation program.

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