PROTHENA CORP PUBLIC LTD CO — Director's Dealing 2021

Feb 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROTHENA CORP PUBLIC LTD CO (PRTA)
CIK: 0001559053
Period of Report: 2021-02-12

Reporting Person: Nguyen Tran (See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-12	Employee Stock Option (Right to Buy)	$27.81	D	55000	Disposed	2025-03-11	Ordinary Shares (55000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$22.85	A	50000	Acquired	2025-03-11	Ordinary Shares (50000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$34.61	D	65000	Disposed	2026-02-24	Ordinary Shares (65000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$22.85	A	40625	Acquired	2026-02-24	Ordinary Shares (40625)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$55	D	75000	Disposed	2027-02-22	Ordinary Shares (75000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$22.85	A	39062	Acquired	2027-02-22	Ordinary Shares (39062)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$33.10	D	80000	Disposed	2028-02-21	Ordinary Shares (80000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$22.85	A	60150	Acquired	2028-02-21	Ordinary Shares (60150)	Direct

Footnotes

F1: On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 55,000 of the issuer's ordinary shares granted to the reporting person on March 11, 2015. In exchange, the reporting person received a replacement option, for 50,000 ordinary shares, having an exercise price of $22.85 per ordinary share.

F2: The shares subject to the option will vest and become exercisable on the one year anniversary of the date of grant, subject to the reporting person's continued service with the issuer through such one year anniversary.

F3: On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 65,000 of the issuer's ordinary shares granted to the reporting person on February 24, 2016. In exchange, the reporting person received a replacement option, for 40,625 ordinary shares, having an exercise price of $22.85 per ordinary share.

F4: The shares subject to the option will vest and become exercisable as to 25% of the total number of shares subject to the option on February 22, 2018 and with respect to 1/48th of the total number of shares subject to the option in successive, equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued employment with the issuer on each such vesting date.

F5: On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 75,000 of the issuer's ordinary shares granted to the reporting person on February 22, 2017. In exchange, the reporting person received a replacement option, for 39,062 ordinary shares, having an exercise price of $22.85 per ordinary share.

F6: The shares subject to the option will vest and become exercisable as to 25% of the total number of shares subject to the option on February 21, 2019 and with respect to 1/48th of the total number of shares subject to the option in successive, equal monthly installments on each monthly anniversary thereafter, subject to the reporting person's continued employment with the issuer on each such vesting date.

F7: On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 80,000 of the issuer's ordinary shares granted to the reporting person on February 21, 2018. In exchange, the reporting person received a replacement option, for 60,150 ordinary shares, having an exercise price of $22.85 per ordinary share.

F8: The shares subject to the option will vest and become exercisable as to 47/48 of the total number of shares subject to the option on the one year anniversary of the date of grant and with respect to 1/48 of the total number of shares subject to the option on February 21, 2022, subject to the reporting person's continued service with the issuer on each such vesting date.