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Form 4 AMARIN CORP PLC\UK For: Jan 31 Filed by: Ketchum Steven B

February 2, 2015 9:51 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Ketchum Steven B
(Last) (First) (Middle)
C/O AMARIN PHARMA, INC.
1430 ROUTE 206
(Street)
BEDMINSTER NJ 07921
(City) (State) (Zip)
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)
President of R&D, SVP
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2015
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Ordinary Shares (1) 01/31/2015   M   56,500 (2) A (3) 56,500 D  
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 (4) 01/31/2015   M     56,500   (2)   (3) Ordinary Shares 56,500 $ 0 113,000 D  
Stock Option (right to buy) $ 1.02 02/02/2015   A   93,750     (5) 02/01/2025 Ordinary Shares 93,750 $ 0 93,750 D  
Restricted Stock Units $ 0 (4) 02/02/2015   A   182,813     (6)   (3) Ordinary Shares 182,813 $ 0 182,813 D  
Explanation of Responses:
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 annual installments on each of January 31, 2015, January 31, 2016 and January 31, 2017. The first vesting event occurred on January 31, 2015. Upon vesting of the RSUs, the Reporting Person had the option to have the Issuer withhold shares from the total number of shares delivered in respect of withholding taxes due upon such vesting. Instead, the Reporting Person elected to pay withholding taxes to the Issuer in cash and receive the full number of shares vested.
3. Not applicable.
4. Each RSU represents a contingent right to receive one Ordinary Share or cash in lieu thereof at the Issuer's discretion.
5. 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 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, 2015.
6. 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 annual installments on each of January 31, 2016, January 31, 2017 and January 31, 2018.
/s/ Michael Farrell, by power of attorney 02/02/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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