Edgar Filing: AMARIN CORP PLC\UK

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

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., 1430 ROUTE 206

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2016

(Street)

BEDMINSTER, NJ 07921

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares ⁽¹⁾	01/31/2016		M		56,500 ⁽²⁾	A	⁽³⁾	113,000	D
Ordinary Shares ⁽¹⁾	01/31/2016		M		60,938 ⁽⁴⁾	A	⁽³⁾	173,938	D
Ordinary Shares ⁽¹⁾	01/31/2016		F⁽⁵⁾		42,531	D	$ 1.36	131,407	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0 ⁽⁶⁾

01/31/2016

56,500

⁽²⁾

⁽³⁾

Ordinary Shares

56,500

$ 0

56,500

Restricted Stock Units

$ 0 ⁽⁶⁾

01/31/2016

60,938

⁽⁴⁾

⁽³⁾

Ordinary Shares

60,938

$ 0

121,875

Restricted Stock Units

$ 0 ⁽⁶⁾

02/01/2016

80,000

⁽⁷⁾

⁽³⁾

Ordinary Shares

80,000

$ 0

80,000

Stock Option (right to buy)

$ 1.4

02/01/2016

125,000

⁽⁸⁾

01/31/2026

Ordinary Shares

125,000

$ 1.4

125,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ketchum Steven B C/O AMARIN PHARMA, INC. 1430 ROUTE 206 BEDMINSTER, NJ 07921			Chief Scientific Officer

Signatures

/s/ Michael Farrell, by power of attorney		02/02/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
(2)	On January 8, 2014, the Reporting Person was granted 169,500 restricted stock units ("RSUs") under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2015, January 31, 2016 and January 31, 2017. The second vesting event occurred on January 31, 2016.
(3)	Not applicable.
(4)	On February 2, 2015, the Reporting Person was granted 182,813 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2016, January 31, 2017 and January 31, 2018. The first vesting event occurred on January 31, 2016.
(5)	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.
(6)	Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
(7)	On February 1, 2016, the Reporting Person was granted 80,000 RSUs under the Amarin Corporation plc 2011 Stock Incentive Plan. These RSUs vest in three equal installments on each of January 31, 2017, January 31, 2018 and January 31, 2019.
(8)	On February 1, 2016, the Reporting Person was granted an option to purchase 125,000 Ordinary Shares under the Amarin Corporation plc 2011 Stock Incentive 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 29, 2016.

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