SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Gover Justin D.

(Last) (First) (Middle)
SOVEREIGN HOUSE, VISION PARK, HISTON

(Street)
CAMBRIDGE X0 CB24 9BZ

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018
3. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC [ GWPH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares 370,445 D
Ordinary Shares(1) 2,143,314 I By The Gover Family Investment LLP
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: 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
Stock Options(2) 06/24/2019 12/24/2019 Ordinary Shares 10,679 0.0013(5) D
Stock Options(3) (3) 12/24/2018 Ordinary Shares 45,249 0.0013(5) D
Stock Options(3) (3) 06/24/2025 Ordinary Shares 75,874 8.7364(5) D
Stock Options(4) (4) (4) Ordinary Shares 91,002 0.0013(5) D
Stock Options(2) 02/15/2019 03/15/2020 Ordinary Shares 404,455 0.0013(5) D
Stock Options(2) 02/15/2019 02/15/2026 Ordinary Shares 213,245 3.3461(5) D
Stock Options(2) 01/06/2018 03/15/2019 Ordinary Shares 17,517 0.0013(5) D
Stock Options(2) 01/06/2019 03/15/2020 Ordinary Shares 17,517 0.0013(5) D
Stock Options(2) 01/06/2020 03/15/2021 Ordinary Shares 17,517 0.0013(5) D
Stock Options(2) 01/06/2021 03/15/2022 Ordinary Shares 17,517 0.0013(5) D
Stock Options(2) 01/06/2020 03/15/2021 Ordinary Shares 233,568 0.0013(5) D
Stock Options(2)(6) 01/06/2020 01/06/2027 Ordinary Shares 142,344 9.8117 D
Stock Options(2) 02/26/2019 03/15/2020 Ordinary Shares 22,440 0.0013(5) D
Stock Options(2) 02/26/2020 03/15/2021 Ordinary Shares 22,440 0.0013(5) D
Stock Options(2) 02/26/2021 03/15/2022 Ordinary Shares 22,440 0.0013(5) D
Stock Options(2) 02/26/2022 03/15/2023 Ordinary Shares 22,440 0.0013(5) D
Stock Options(2) 02/26/2021 03/15/2022 Ordinary Shares 299,196 0.0013(5) D
Stock Options(2)(6) 02/26/2021 02/26/2028 Ordinary Shares 147,624 9.6092 D
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose. 2,143,308 of these ordinary shares are represented by American Depositary Shares of the Issuer ("ADS"). Each ADS represents twelve ordinary shares of the Issuer.
2. Granted pursuant to the Issuer's Long-Term Incentive Plan.
3. Granted pursuant to the Issuer's Long-Term Incentive Plan and fully vested.
4. Granted pursuant to the Issuer's Long-Term Incentive Plan, of which 30,334 shares vest on February 15, 2018, 2019 and 2020, respectively, and will expire 13 months after vesting date.
5. Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.302 U.S. Dollars as of September 28, 2018.
6. The reported options are options to purchase ADSs.
Remarks:
/s/ Justin D. Gover 10/01/2018
** 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 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).
Note: 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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