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KINNEY GENE G.

Date Filed : Aug 05, 2022

SEC FORM 4SEC Form 4
FORM 4UNITED 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*
Kinney Gene G.

(Last)(First)(Middle)
C/O PROTHENA BIOSCIENCES INC
331 OYSTER POINT BOULEVARD

(Street)
SOUTH SAN FRANCISCOCA94080

(City)(State)(Zip)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Ordinary Shares, par value $0.01 per share08/04/2022M20,954A$6.4133,747D
Ordinary Shares, par value $0.01 per share08/04/2022S(1)20,954D$32.1808(2)12,793D
Ordinary Shares, par value $0.01 per share08/05/2022M21,506A$6.4134,299D
Ordinary Shares, par value $0.01 per share08/05/2022S(1)16,833D$32.7665(4)17,466D
Ordinary Shares, par value $0.01 per share08/05/2022S(1)4,673D$33.0633(5)12,793D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$6.4108/04/2022M20,954 (3)01/29/2023Ordinary Shares20,954$077,744D
Stock Option (Right to Buy)$6.4108/05/2022M21,506 (3)01/29/2023Ordinary Shares21,506$056,238(6)D
Explanation of Responses:
1. The transactions reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. The transaction was executed in multiple trades in prices ranging from $32.00 to $32.465, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
3. The option was granted on January 29, 2013 and all shares subject to the option were fully vested and exercisable. The option will expire in approximately six months and be forfeited to the extent it is not exercised on or prior to January 29, 2023.
4. The transaction was executed in multiple trades in prices ranging from $32.00 to $32.99, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
5. The transaction was executed in multiple trades in prices ranging from $33.00 to $33.14, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The reporting person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
6. The Reporting Person holds options that give him the right to acquire an aggregate of 2,060,938 shares at exercises prices ranging from $6.41 to $32.45, of which 1,529,478 are currently exercisable, and 531,460 are currently unexercisable but vest over time, subject to the Reporting Person's continued employment with the Issuer on each applicable vesting date of each option award.
/s/ Michael Malecek, as Attorney in Fact for Gene G. Kinney08/05/2022
** Signature of Reporting PersonDate
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.
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