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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| 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
| ( 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 product revenues 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 twenty-third vesting event occurred on July 31, 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.
As of the date of this Form 4, the Reporting Person owns or holds the right to acquire an aggregate of 1,563,624 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.
|* 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).|