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AMARIN CORP PLC\UK Director's Dealing 2017

Jul 3, 2017

33214_dirs_2017-07-03_445ef4d1-fce2-43b0-80d9-ef7cfd6cb501.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMARIN CORP PLC\UK (AMRN)
CIK: 0000897448
Period of Report: 2017-05-15

Reporting Person: Kennedy Joseph T (General Counsel)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-06-29 Ordinary Shares S 151768 $3.9786 Disposed 130591 Direct
2017-06-30 Ordinary Shares M 47187 Acquired 177778 Direct
2017-06-30 Ordinary Shares M 6250 Acquired 184028 Direct
2017-06-30 Ordinary Shares F 27885 $4.03 Disposed 156143 Direct
2017-06-30 Ordinary Shares S 105039 $3.979 Disposed 51104 Direct
2017-07-03 Ordinary Shares S 51104 $4.0928 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-15 Restricted Stock Units $0.00 A 108000 Acquired Ordinary Shares (108000) Direct
2017-06-30 Restricted Stock Units $0.00 M 47187 Disposed Ordinary Shares (47187) Direct
2017-06-30 Restricted Stock Units $0.00 M 6250 Disposed Ordinary Shares (6250) Direct

Footnotes

F1: The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.

F2: Sales made pursuant to a 10b5-1 trading plan dated November 7, 2016.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.96 to $4.07, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.

F4: Please see the section titled "Remarks" below for additional information.

F5: As previously reported on July 8, 2015, the Reporting Person was granted 755,000 Restricted Stock Units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). These RSUs vest in 16 equal quarterly installments. The eighth vesting event occurred on June 30, 2017.

F6: Not applicable.

F7: As previously reported on October 6, 2015, the Reporting Person was granted 100,000 RSUs under the Plan. These RSUs vest in 16 equal quarterly installments. The eighth vesting event occurred on June 30, 2017.

F8: 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.96 to $4.03, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.05 to $4.14, inclusive. The Reporting Person has provided the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of Ordinary Shares sold at each separate price.

F11: Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.

F12: On February 1, 2017, the Reporting Person was granted 108,000 RSUs under the Plan. These RSUs were subject to the approval by the Company's shareholders of an amendment to the Plan, which amendment was approved on May 15, 2017, and were previously disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2017. These RSUs vest in three equal installments on each of January 31, 2018, January 31, 2019 and January 31, 2020.