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Form 8-K PROTHENA CORP PUBLIC For: Mar 25

March 25, 2022 4:08 PM EDT

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prta-20220325
0001559053FALSE00015590532022-03-252022-03-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________________
FORM 8-K 
_______________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2022
_______________________________________________________
PROTHENA CORPORATION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
_______________________________________________________
Ireland 001-35676 98-1111119
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
77 Sir John Rogerson's Quay, Block C
Grand Canal Docklands

Dublin 2, D02 VK60, Ireland
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: 011-353-1-236-2500
___________________________________________________
(Former Name or Former Address, if Changed Since Last Report.) 
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Ordinary Shares, par value $0.01 per sharePRTAThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                        Emerging growth company




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01 Regulation FD Disclosure.

Certain directors and executive officers of Prothena Corporation plc (the “Company”) hold options to acquire ordinary shares of the Company granted in January, March, and April 2013 under the Company’s Amended and Restated 2012 Long Term Incentive Plan (the “2012 LTIP”). These options have been outstanding for approximately nine years and will expire in January, March, and April of 2023, on the tenth anniversary of the respective grant dates pursuant to the terms of the 2012 LTIP (collectively, the “Expiring Options”). The Expiring Options held by these directors and executive officers cover the right to purchase up to 458,174 of the Company’s ordinary shares (representing less than 1.0% of the Company’s outstanding ordinary shares) and have exercise prices ranging from $6.41 to $6.73 per share. The directors and executive officers have adopted trading plans pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, relating to the Expiring Options (the “Plans”). Transactions under the Plans will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules, and regulations. The Company does not undertake to report on expiring options, or on Rule 10b5-1 plans that may be adopted by any executive officers or directors in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.

The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 7.01 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 25, 2022PROTHENA CORPORATION PLC
By: /s/ Tran B. Nguyen
Name: Tran B. Nguyen
Title: Chief Strategy Officer and Chief Financial Officer



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