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: Karp Carol D. (Chief Regulatory Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-12	Employee Stock Option (Right to Buy)	$52.78	D	100000	Disposed	2026-12-14	Ordinary Shares (100000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$22.85	A	51282	Acquired	2026-12-14	Ordinary Shares (51282)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$33.10	D	60000	Disposed	2028-02-21	Ordinary Shares (60000)	Direct
2021-02-12	Employee Stock Option (Right to Buy)	$22.85	A	45112	Acquired	2028-02-21	Ordinary Shares (45112)	Direct

Footnotes

F1: On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 100,000 of the issuer's ordinary shares granted to the reporting person on December 14, 2016. In exchange, the reporting person received a replacement option, for 51,282 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: 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.

F4: On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 60,000 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 45,112 ordinary shares, having an exercise price of $22.85 per ordinary share.

F5: 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.