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Sec Form 4 Filing - Ketchum Steven B @ AMARIN CORP PLC/UK - 2021-05-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Ketchum Steven B
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)
Chief Scientific Officer
(Last)
(First)
(Middle)
C/O AMARIN PHARMA, INC., 440 US HIGHWAY 22
3. Date of Earliest Transaction (MM/DD/YY)
05/28/2021
(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 ) 05/28/2021 M( 2 ) 1,528 A 444,742 D
Ordinary Shares ( 1 ) 05/28/2021 M( 2 ) 1,528 A 446,270 D
Ordinary Shares ( 1 ) 05/28/2021 M( 2 ) 3,056 A 449,326 D
Ordinary Shares ( 1 ) 05/28/2021 F( 4 ) 3,128 D $ 4.54 446,198 ( 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 05/28/2021 M 1,528 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 1,528 $ 0 4,581 D
Restricted Stock Units ( 6 ) $ 0 05/28/2021 M 1,528 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 1,528 $ 0 4,581 D
Restricted Stock Units ( 6 ) $ 0 05/28/2021 M 3,056 ( 2 ) ( 3 ) Ordinary Shares ( 1 ) 3,056 $ 0 9,162 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ketchum Steven B
C/O AMARIN PHARMA, INC.
440 US HIGHWAY 22
BRIDGEWATER, NJ08807
Chief Scientific Officer
Signatures
/s/ Joseph T. Kennedy, by power of attorney 05/28/2021
** 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 and March 1, 2021, on May 15, 2017, the Reporting Person was granted 220,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan, of which the performance criteria related to two tranches representing 25% of the total award each was deemed achieved on February 25, 2020 pursuant to reporting of audited net product revenues for 2019 exceeding $400 million and of which the performance criteria related to one tranche representing 50% of the total award was deemed achieved on February 25, 2021 pursuant to reporting of audited net product revenues for 2020 exceeding $500 million. The tranches vest ratably over 36 months beginning September 30, 2018 subject to achievement of the performance criteria and continued service of the Reporting Person as provided in the RSU Award Agreement between the Issuer and Reporting Person. The thirty-third vesting event occurred on May 28, 2021.
( 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.

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 1,253,208 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.