1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Warrants to Purchase Ordinary Shares
|
10/16/2009(2)(3)
|
10/16/2014 |
Ordinary Shares
|
8,500,000
|
$
1.5
|
I
(1)
(6)
|
See Notes
(1)
(6)
|
Stock Option (right to buy)
|
Â
(4)(5)
|
02/10/2020 |
Ordinary Shares
|
103,200
|
$
1.03
|
I
(1)
(4)
(5)
(6)
|
See Notes
(1)
(4)
(5)
(6)
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Abingworth LLP (the "Reporting Person") is the investment manager to a number of investment funds that include Abingworth Bioventures V L.P. ("ABV V"), Abingworth Bioventures V Co-Invest Growth Equity Fund LP ("AGE") and Abingworth Bioequities Master Fund Limited (collectively, the "Abingworth Funds"). The Reporting Person holds the reported securities indirectly through the Abingworth Funds. |
(2) |
Under the terms of the warrants reported herein, the Abingworth Funds were prohibited from exercising the warrants to the extent that, after giving effect to such exercise, the Abingworth Funds (together with their affiliates) would beneficially own in excess of 9.99% of the ordinary shares of Amarin Corporation plc (the "Issuer") outstanding immediately after giving effect to such exercise; however, the Abingworth Funds were permitted to increase or decrease such percentage to any other percentage, or waive the applicability of the "blocker," upon written notice to the Issuer, provided that any such increase or waiver would not be effective until the 61st day after such notice is delivered to the Issuer. |
(3) |
On April 28, 2011, the Reporting Person notified the Issuer that it desired to waive the applicability of the blocker provision described above with respect to all of the warrants held by each of the Abingworth Funds. The waiver will become effective 61 days from the date of such notice, and, thus, all of the warrants reported herein will become exercisable beginning on June 28, 2011. |
(4) |
On February 20, 2010, Joseph Anderson, a partner of the Reporting Person, was granted an option to purchase 120,000 ordinary shares of the Issuer under the Amarin Corporation plc 2002 Stock Option Plan in consideration of his services as a director of the Issuer. Under an agreement between Mr. Anderson and the Reporting Person, Mr. Anderson is deemed to hold 103,200 of the 120,000 ordinary shares underlying the option for the benefit of ABV V and AGE (51,600 ordinary shares each), and must exercise this portion of the option solely upon the direction of the Reporting Person (the "Abingworth Options"). ABV V or AGE, as applicable, is entitled to the ordinary shares issuable upon exercise of the Abingworth Options. |
(5) |
The stock option granted to Mr. Anderson initially was scheduled to vest in four equal installments on each anniversary of the grant date. However, in light of the Issuer's announcement of favorable data relating to certain of its clinical trials, the Issuer's board of directors approved the acceleration of the vesting schedule relating to certain options (including Mr. Anderson's options) granted by the Issuer, so that all of the vesting dates have been accelerated by a period of six months. Thus, of the date of this report, a total of 25,800 of the Abingworth Options have vested and become exercisable. ABV V and AGE may be deemed the indirect beneficial owners of the Abingworth Options, and Mr. Anderson may be deemed the indirect beneficial owner of the Abingworth Options through his indirect interest in ABV V and AGE. |
(6) |
The Reporting Person's interest in the securities reported herein is limited to the extent of its pecuniary interest in the Abingworth Funds, if any. This report shall not be deemed an admission that the Reporting Person, each Abingworth Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |