SEC FORM 4 SEC Form 4
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*
GUY GEOFFREY W DR

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

(Street)
CAMBRIDGE X0 CB24 9BZ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC [ GWPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
4. 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 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)
Code V Amount (A) or (D) Price
Ordinary Shares 03/01/2019 M 7(1) A $0.0013(2) 8,465,528 D
Ordinary Shares 03/01/2019 M 15,336(1) A $0.0013(2) 8,480,864 D
Ordinary Shares 03/01/2019 M 25,914(1) A $0.0013(2) 8,506,778 D
Ordinary Shares 03/01/2019 M 345,517(1) A $0.0013(2) 8,852,295 D
Ordinary Shares 03/01/2019 M 182,171(1) A $3.3924(2) 9,034,466 D
Ordinary Shares 03/01/2019 M 7,055(1) A $0.0013(2) 9,041,521 D
Ordinary Shares 03/01/2019 S 300,000(3) D $14.49(4) 103,925(3) I By personal pension plan
Ordinary Shares 03/04/2019 S 900,000(5) D $14.75(4) 8,141,521 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $0.0013(2) 03/01/2019 M 7 02/15/2018 02/15/2026 Ordinary Shares 7 $0.00 0 D
Stock Options $0.0013(2) 03/01/2019 M 15,336 08/10/2018 08/10/2027 Ordinary Shares 15,336 $0.00 0 D
Stock Options $0.0013(2) 03/01/2019 M 25,914 02/15/2019 02/15/2026 Ordinary Shares 25,914 $0.00 0 D
Stock Options $0.0013(2) 03/01/2019 M 345,517 02/15/2019 02/15/2026 Ordinary Shares 345,517 $0.00 0 D
Stock Options $3.3924(2) 03/01/2019 M 182,171 02/15/2019 02/15/2026 Ordinary Shares 182,171 $0.00 0 D
Stock Options $0.0013(2) 03/01/2019 M 7,055 02/26/2019 02/26/2028 Ordinary Shares 7,055 $0.00 9,262 D
Stock Options(6)(7) $14.33(8) 03/01/2019 A 75,252 03/01/2022 03/01/2029 Ordinary Shares 75,252 $0.00 75,252 D
Stock Options(6) $0.0013(2) 03/01/2019 A 142,824 03/01/2022 03/01/2029 Ordinary Shares 142,824 $0.00 142,824 D
Stock Options(6) $0.0013(2) 03/01/2019 A 10,704 03/01/2020 03/01/2029 Ordinary Shares 10,704 $0.00 10,704 D
Stock Options(6) $0.0013(2) 03/01/2019 A 10,704 03/01/2021 03/01/2029 Ordinary Shares 10,704 $0.00 10,704 D
Stock Options(6) $0.0013(2) 03/01/2019 A 10,704 03/01/2022 03/01/2029 Ordinary Shares 10,704 $0.00 10,704 D
Stock Options(6) $0.0013(2) 03/01/2019 A 10,704 03/01/2023 03/01/2029 Ordinary Shares 10,704 $0.00 10,704 D
Explanation of Responses:
1. Exercise of stock options. Following the exercise, these shares were converted into American Depositary Shares of the Issuer ("ADS"). Each ADS represents twelve ordinary shares of the Issuer.
2. Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.32 U.S. Dollars as of March 1, 2019.
3. The 300,000 ordinary shares sold pursuant to the reported transaction are represented by ADSs. Following the reported transaction, 103,920 shares of the remaining shares are represented by ADSs.
4. The price reported in Column 4 is price per ordinary share converted from price per ADS.
5. Represented by ADSs.
6. Granted pursuant to the Issuer's Long-Term Incentive Plan
7. The reported options are options to purchase ADSs.
8. The exercise price reported is price per ordinary share converted from price per ADS ($172.01).
Remarks:
/s/ Geoffrey W. Guy 03/05/2019
** 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).
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