Statement of Changes in Beneficial Ownership (4)
October 14 2016 - 4:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Walker Karin L
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2. Issuer Name
and
Ticker or Trading Symbol
Prothena Corp plc
[
PRTA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O PROTHENA BIOSCIENCES INC, 650 GATEWAY BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2016
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(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares, par value $0.01 per share
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10/13/2016
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M
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3000
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A
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$9.75
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3000
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D
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Ordinary Shares, par value $0.01 per share
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10/13/2016
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S
(1)
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1200
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D
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$53.6963
(2)
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1800
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D
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Ordinary Shares, par value $0.01 per share
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10/13/2016
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S
(1)
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1800
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D
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$54.7369
(3)
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0
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D
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Ordinary Shares, par value $0.01 per share
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10/13/2016
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M
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2000
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A
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$29.81
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2000
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D
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Ordinary Shares, par value $0.01 per share
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10/13/2016
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S
(1)
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1100
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D
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$53.6082
(4)
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900
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D
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Ordinary Shares, par value $0.01 per share
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10/13/2016
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S
(1)
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900
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D
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$54.7133
(5)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$9.75
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10/13/2016
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M
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3000
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(6)
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6/2/2023
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Ordinary Shares
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3000
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$0.00
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8000
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D
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Stock Option (right to buy)
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$29.81
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10/13/2016
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M
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2000
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(7)
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2/4/2024
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Ordinary Shares
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2000
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$0.00
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5000
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D
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Explanation of Responses:
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(
1)
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The sale reported in the Form 4 was effected pursuant to a Rule 10b5 1 trading plan adopted by the Reporting Person.
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(
2)
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The transaction was executed in multiple trades in prices ranging from $53.26 to $54.22, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
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(
3)
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The transaction was executed in multiple trades in prices ranging from $54.49 to $55.00, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
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(
4)
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The transaction was executed in multiple trades in prices ranging from $53.26 to $54.15, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
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(
5)
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The transaction was executed in multiple trades in prices ranging from $54.40 to $54.91, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
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(
6)
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The shares subject to the option will vest and become exercisable as to 25% of the total number of shares subject to the option on May 20, 2014 and with respect to 1/48th of the total number of shares subject to the option in successive, equal monthly installments on each monthly anniversary thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(
7)
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The shares subject to the option will vest and become exercisable as to 25% of the total number of shares subject to the option on February 4, 2015 and with respect to 1/48th of the total number of shares subject to the option in successive, equal monthly installments on each monthly anniversary thereafter, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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Remarks:
Controller, Chief Accounting Officer and Head of Accounting
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Walker Karin L
C/O PROTHENA BIOSCIENCES INC
650 GATEWAY BOULEVARD
SOUTH SAN FRANCISCO, CA 94080
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See Remarks
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Signatures
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/s/ Arthur W. Homan, as Attorney-in-Fact for Karin L. Walker
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10/14/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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