Amarin Corp Plc (AMRN)

[Bluensleepy]

Pulled from filing.

Items 5 through 9 and 11 of each of the cover pages to this Amendment No. 4 are incorporated herein reference. Set forth below is the aggregate number of ADS as well as ADS that may be acquired upon the conversion of the Series A Preference Shares (“Series A Preferred”), directly held by each of Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the “Funds”), subject to the limitation on conversion described below. The Series A Preferred are convertible into ADS on a 10 for 1 basis and have no voting rights. The information set forth below is based on 358,906,887 ADS outstanding as of November 1, 2019, including 203,528 shares held as Ordinary Shares, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 5, 2019. Each ADS represents 1 Ordinary Share of the Issuer. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
 

Name Number of ADS we own or have the right to acquire within 60 days  Percent of Class Outstanding 667, L.P.  3,213,372   0.9%Baker Brothers Life Sciences, L.P.  31,283,313   8.7%Total  34,496,685   9.6%

 

The Series A Preferred are only convertible to the extent that the holders thereof together with their affiliates would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 4.99% of the outstanding Ordinary Shares or ADS of the Issuer after conversion (“Series A Beneficial Ownership Limitation”). As a result of this restriction, the number of shares that may be issued upon conversion of the Series A Preferred by the above holders may change depending upon changes in the outstanding shares. By written notice to the Issuer, the Funds may from time to time increase or decrease the Series A Beneficial Ownership Limitation applicable to that Fund to any other percentage not in excess of 19.9%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.