Sec Form 4 Filing - THERO JOHN F @ AMARIN CORP PLC\UK - 2019-10-07

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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
THERO JOHN F
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)
10/07/2019
(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 ) 10/07/2019 A( 2 ) 1,265,250 A 3,578,560 ( 4 ) D
Ordinary Shares ( 1 ) 10/07/2019 F( 5 ) 497,876 D $ 14.37 3,080,684 ( 4 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THERO JOHN F
C/O AMARIN PHARMA, INC.
440 US HIGHWAY 22
BRIDGEWATER, NJ08807
X President and CEO
Signatures
/s/ John F. Thero 10/09/2019
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 )In January 2015, 2,530,500 restricted stock units (the "RSUs") were approved to be granted and, following the Annual General Meeting of Shareholders held in July 2015, were granted to the Reporting Person under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion. The RSUs vested in two 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. Vesting of the second and final installment was achieved based on a predetermined performance-based formula tied to company cash flow as determined by the Remuneration Committee of the Board of Directors, resulting in the vesting of 1,265,250 RSUs.
( 3 )Not applicable.
( 4 )Please see the section titled "Remarks" below for additional information.
( 5 )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.

Remarks:
As of the date of this Form 4, the Reporting Person owns or holds the right to acquire an aggregate of 9,707,117 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and RSUs granted under the Amarin Corporation plc 2002 Stock Option Plan and the Plan, including but not limited to certain performance-based Restricted Stock Units that are earned only if product revenues reach pre-defined annual milestone levels, 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).

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