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*
Gover Justin D.

(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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019
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 03/15/2019 M 47,851(1) A $0.0013(2) 564,960(3) D
Ordinary Shares 03/15/2019 D 19 D $13.88(4) 564,941 D
Ordinary Shares 03/15/2019 S(5) 23,400 D $14.01(6) 541,541 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) 03/15/2019 M 17,517 01/06/2018 03/15/2019 Ordinary Shares 17,517 $0.00 0 D
Stock Options $0.0013(2) 03/15/2019 M 30,334 (7) (7) Ordinary Shares 30,334 $0.00 60,668(7) D
Explanation of Responses:
1. Exercise of stock options. Following the exercise, 47,832 of these shares were converted into American Depositary Shares ("ADS") of the Issuer. 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 = 1.33 U.S. Dollars as of March 15, 2018.
3. Includes (a) 67,320 ordinary shares underlying restricted stock units previously reported as stock options on Table II of the reporting person's Form 3 filed on October 1, 2018, of which 22,440 shares will vest automatically on February 26, 2020, 2021 and 2022, respectively and (b) 68,016 ordinary shares underlying restricted stock units previously reported as stock options on Table II of the reporting person's Form 4 filed on March 5, 2019, of which 17,004 shares will automatically vest on March 1, 2020, 2021, 2022 and 2023, respectively.
4. The price reported in Column 4 is price per ordinary share converted from price per ADS.
5. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 16, 2018.
6. The price reported in Column 4 is a weighted average price per ordinary share ($168.09 per ADS). These shares were sold in multiple transactions at prices ranging from $167.59 per ADS (or $13.97 per ordinary share) to $168.54 per ADS (or $14.05 per ordinary share), inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
7. The reported transaction related to exercise of stock options to purchase 30,334 shares which vested on February 15, 2018. The remaining stock options vest equally on February 15, 2019 and 2020, and will expire 13 months after vesting date.
Remarks:
/s/ Justin D. Gover 03/19/2019
** 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).
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.