Sec Form 4 Filing - Kalb Michael Wayne @ AMARIN CORP PLC\UK - 2020-02-28

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
Kalb Michael Wayne
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)
SVP and CFO
(Last) (First) (Middle)
C/O AMARIN PHARMA, INC., 440 US HIGHWAY 22
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2020
(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 ) 02/28/2020 M( 2 ) 1,528 A 83,897 D
Ordinary Shares ( 1 ) 02/28/2020 M( 2 ) 1,528 A 85,425 D
Ordinary Shares ( 1 ) 02/28/2020 F( 4 ) 1,498 D $ 14.67 83,927 ( 5 ) 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 ( 6 ) $ 0 02/28/2020 M 1,528 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 1,528 $ 0 27,498 D
Restricted Stock Units ( 6 ) $ 0 02/28/2020 M 1,528 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 1,528 $ 0 27,498 D
Restricted Stock Units ( 6 ) $ 0 03/02/2020 A 49,000 ( 7 ) ( 3 ) Ordinary Shares ( 1 ) 49,000 $ 0 49,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kalb Michael Wayne
C/O AMARIN PHARMA, INC.
440 US HIGHWAY 22
BRIDGEWATER, NJ08807
SVP and CFO
Signatures
/s/ Joseph Kennedy, by power of attorney 03/03/2020
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 )As previously reported on February 27, 2020, on May 15, 2017, the Reporting Person was granted 220,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc Stock Incentive Plan (the "Plan"), of which the performance criteria related to two tranches representing 50% of the total award was deemed achieved on February 25, 2020 pursuant to reporting of audited net total revenue for 2019 exceeding $400 million. The tranches vest ratably over 36 months beginning September 30, 2018 subject to achievement of the performance criteria and continued employment of the Reporting Person as provided in the RSU Award Agreement between the Issuer and Reporting Person. The eighteenth vesting event occurred on February 28, 2020. The performance criteria related to the remaining 50% tranche has not yet been achieved; such tranche has not lapsed as a result of achieving the other two tranches.
( 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 )Please see the section titled "Remarks" below for additional information.
( 6 )Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
( 7 )On March 2, 2020, the Reporting Person was granted 49,000 RSUs under the Plan. These RSUs vest in three equal installments on each of February 28, 2021, February 28, 2022 and February 28, 2023.

Remarks:
As of the date of this Form 4, the Reporting Person owns or holds the right to acquire an aggregate of 936,789 Ordinary Shares of the Issuer in the form of Ordinary Shares, stock options and RSUs granted under the Plan, including but not limited to certain performance-based RSUs that are earned only if product revenues reach pre-defined annual milestone levels and, in certain cases, then vest only if the recipient remains with the company for an extended period of time.

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