AMARIN CORP PLC\UK — Director's Dealing 2021

Jan 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMARIN CORP PLC\UK (AMRN)
CIK: 0000897448
Period of Report: 2021-01-27

Reporting Person: Ketchum Steven B (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-27	Ordinary Shares	M	25389.00	$1.02	Acquired	556893.00	Direct
2021-01-27	Ordinary Shares	M	8332.00	$2.50	Acquired	565225.00	Direct
2021-01-27	Ordinary Shares	M	5797.00	$2.50	Acquired	571022.00	Direct
2021-01-27	Ordinary Shares	M	52938.00	$2.50	Acquired	623960.00	Direct
2021-01-27	Ordinary Shares	M	29427.00	$2.50	Acquired	653387.00	Direct
2021-01-27	Ordinary Shares	M	23436.00	$1.40	Acquired	676823.00	Direct
2021-01-27	Ordinary Shares	M	47605.00	$2.95	Acquired	724428.00	Direct
2021-01-27	Ordinary Shares	M	85313.00	$3.80	Acquired	809741.00	Direct
2021-01-27	Ordinary Shares	S	278237.00	$8.0107	Disposed	531504.00	Direct
2021-01-27	Ordinary Shares	S	143392.00	$8.0148	Disposed	388112.00	Direct
2021-01-29	Ordinary Shares	M	26000.00	—	Acquired	414112.00	Direct
2021-01-29	Ordinary Shares	M	12733.00	—	Acquired	426845.00	Direct
2021-01-29	Ordinary Shares	F	19971.00	$7.50	Disposed	406874.00	Direct
2021-01-29	Ordinary Shares	M	1528.00	—	Acquired	408402.00	Direct
2021-01-29	Ordinary Shares	M	1528.00	—	Acquired	409930.00	Direct
2021-01-29	Ordinary Shares	F	1564.00	$7.50	Disposed	408366.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-27	Stock Option (Right to Buy)	$1.02	M	25389.00	Disposed	2025-02-02	Ordinary Shares (25389.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$2.50	M	8332.00	Disposed	2025-07-06	Ordinary Shares (8332.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$2.50	M	5797.00	Disposed	2025-07-06	Ordinary Shares (5797.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$2.50	M	52938.00	Disposed	2025-07-06	Ordinary Shares (52938.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$2.50	M	29427.00	Disposed	2025-07-06	Ordinary Shares (29427.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$1.40	M	23436.00	Disposed	2026-01-31	Ordinary Shares (23436.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$2.95	M	47605.00	Disposed	2027-01-31	Ordinary Shares (47605.00)	Direct
2021-01-27	Stock Option (Right to Buy)	$3.80	M	85313.00	Disposed	2028-02-01	Ordinary Shares (85313.00)	Direct
2021-01-29	Restricted Stock Units	$0.00	M	26000.00	Disposed		Ordinary Shares (26000.00)	Direct
2021-01-29	Restricted Stock Units	$0.00	M	12733.00	Disposed		Ordinary Shares (12733.00)	Direct
2021-01-29	Restricted Stock Units	$0.00	M	1528.00	Disposed		Ordinary Shares (1528.00)	Direct
2021-01-29	Restricted Stock Units	$0.00	M	1528.00	Disposed		Ordinary Shares (1528.00)	Direct

Footnotes

F1: Multiple reportable transactions are reported in the Form 4 including exercises of previously granted stock options, vesting of previously granted restricted stock units, and sale of certain shares. The market sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.09, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.08, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff at the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

F12: On February 1, 2018, the Reporting Person was granted 78,000 Restricted Stock Units ("RSUs") under the Plan. These RSUs vest in three equal installments on each of January 31, 2019, January 31, 2020, and January 31, 2021. The third and final vesting event occurred on January 29, 2021.

F13: Not applicable.

F14: On February 1, 2019, the Reporting Person was granted 38,200 RSUs under the Plan. These RSUs vest in three equal installments on each of January 31, 2020, January 31, 2021, and January 31, 2022. The second vesting event occurred on January 29, 2021.

F15: 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.

F16: As previously reported on February 27, 2020, on May 15, 2017, the Reporting Person was granted 220,000 RSUs under 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-ninth vesting event occurred on January 29, 2021. The performance criteria related to the remaining 50% tranche has not yet been formally deemed achieved; such tranche has not lapsed as a result of achieving the other two tranches.

F17: Please see the section titled "Remarks" below for additional information.

F18: Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.

F2: The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

F3: On February 2, 2015, the Reporting Person was granted an option to purchase 93,750 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive Plan (the "Plan"). The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on February 28, 2015. This option was fully vested as of the date hereof.

F4: On July 6, 2015, the Reporting Person was granted an option to purchase 200,000 Ordinary Shares under the Plan. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on July 31, 2015. This option was fully vested as of the date hereof.

F5: On July 6, 2015, the Reporting Person was granted an option to purchase 180,000 Ordinary Shares under the Plan. The vesting of the shares was subject to a certain performance milestone that was previously achieved. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on July 31, 2015. This option was fully vested as of the date hereof.

F6: On July 6, 2015, the Reporting Person was granted an option to purchase 240,000 Ordinary Shares under the Plan. The vesting of the shares was subject to a certain performance milestone that was previously achieved. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on July 31, 2015. This option was fully vested as of the date hereof.

F7: On February 1, 2016, the Reporting Person was granted an option to purchase 125,000 Ordinary Shares under the Plan. The shares subject to this option vested in 48 equal monthly installments on the last day of each month starting on February 29, 2016. This option was fully vested as of the date hereof.

F8: On February 1, 2017, the Reporting Person was granted an option to purchase 133,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month starting on February 28, 2017.

F9: On February 1, 2018 the Reporting Person was granted an option to purchase 117,000 Ordinary Shares under the Plan. The shares subject to this option shall vest and become exercisable in 48 equal monthly installments on the last day of each month starting on February 28, 2018.