| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PROTHENA CORP PUBLIC LTD CO [ PRTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $52.78 | 02/12/2021 | D | 100,000 | 12/14/2020 | 12/14/2026 | Ordinary Shares | 100,000 | (1) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $22.85 | 02/12/2021 | A | 51,282 | (2) | 12/14/2026 | Ordinary Shares | 51,282 | (1) | 51,282 | D | ||||
| Employee Stock Option (Right to Buy) | $33.1 | 02/12/2021 | D | 60,000 | (3) | 02/21/2028 | Ordinary Shares | 60,000 | (4) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $22.85 | 02/12/2021 | A | 45,112 | (5) | 02/21/2028 | Ordinary Shares | 45,112 | (4) | 45,112 | D | ||||
| Explanation of Responses: |
| 1. On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 100,000 of the issuer's ordinary shares granted to the reporting person on December 14, 2016. In exchange, the reporting person received a replacement option, for 51,282 ordinary shares, having an exercise price of $22.85 per ordinary share. |
| 2. The shares subject to the option will vest and become exercisable on the one year anniversary of the date of grant, subject to the reporting person's continued service with the issuer through such one year anniversary. |
| 3. 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 21, 2019 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 with the issuer on each such vesting date. |
| 4. On February 12, 2021, the issuer canceled, pursuant to the issuer's option exchange program, an option for 60,000 of the issuer's ordinary shares granted to the reporting person on February 21, 2018. In exchange, the reporting person received a replacement option, for 45,112 ordinary shares, having an exercise price of $22.85 per ordinary share. |
| 5. The shares subject to the option will vest and become exercisable as to 47/48 of the total number of shares subject to the option on the one year anniversary of the date of grant and with respect to 1/48 of the total number of shares subject to the option on February 21, 2022, subject to the reporting person's continued service with the issuer on each such vesting date. |
| /s/ Michael Malecek, as Attorney in Fact for Carol D. Karp | 02/17/2021 | |
| ** 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. | ||