United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

  

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of December, 2015

 

Commission File Number: 001-35892

 

 

 

GW PHARMACEUTICALS PLC

(Translation of registrant’s name into English)

 

 

 

Sovereign House

Vision Park

Histon

Cambridge CB24 9BZ

United Kingdom

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  x   Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Yes  ¨   No  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

Yes  ¨   No  ¨

  

 

 

 

Other Events

 

On December 29, 2015, GW Pharmaceuticals plc (the “Company”), provided notification through the Regulatory News Service (RNS) of the London Stock Exchange of details of share awards to certain Company directors over the Company’s ordinary shares in the form of options under the GW Pharmaceuticals plc Long-Term Incentive Plan. The RNS notification is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Exhibits    
99.1   RNS notification dated December 29, 2015
         

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GW Pharmaceuticals plc
     
  By: /s/ Adam George
  Name:   Adam George
  Title:   Chief Financial Officer
     
Date: December 29, 2015    

 

 

 

 

 

 

 

Exhibit 99.1

 

GW Pharmaceuticals PLC Director/PDMR Shareholding

 

GW Pharmaceuticals PLC ("GW Pharmaceuticals" or the "Company", “GW”)

 

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 

Cambridge, UK, 29 December 2015: GW Pharmaceuticals (NASDAQ: GWPH, AIM: GWP) hereby provides notification that the Company has today granted the following awards to directors over the Company’s Ordinary shares (“Shares”) in the form of options (“Awards”) under the GW Pharmaceuticals plc Long-Term Incentive Plan.

 

 

 

Name

 

 

 

Number of Ordinary Shares
under this Option Award

 

 

 

Equivalent number of ADS’s
under this Option Award

 

James Noble 82,601 6,883
Thomas Lynch 82,601 6,883
Cabot Brown 82,601 6,883

 

 

These Awards represent the first grant to the non-executive members of the GW board of directors (“Board”) following completion of a review of non-executive remuneration structure by the Board.

 

GW’s shareholder approved pay policy was updated in early 2015 and, together with amendments to the GW Long Term Incentive Plan to allow non-executive participation in the scheme, and was approved by shareholders at the Annual General meeting on 5 February 2015.

 

Prior to making this grant, the Board engaged Towers Watson, as independent remuneration advisers, to conduct an analysis of the non-executive remuneration applied by a peer group of US listed pharmaceutical development companies. Having completed this benchmarking analysis, Towers Watson has proposed an amended future non-executive remuneration structure which the Board has now agreed to adopt, as follows:

 

The Cash based annual retainer fee payable to each of the non-executive members of the Board shall be reduced to $60,000 per annum. An additional annual fee of $20,000 will be payable to James Noble, in his capacity as Senior Independent Director, and an annual fee of $10,000 will be payable to each non-executive for participation in meetings of the Board sub-committees. This represents a total cash remuneration reduction for both James Noble and Cabot Brown. It should be noted that since joining the GW Board Thomas Lynch has annually waived his right to annual non-executive director fees. The reduction in cash based remuneration is intended to be offset by the annual grant of equity based incentives which shall consist of a mix of market-priced share options and restricted stock options. The quantum of these awards shall be subject to annual review and will be based upon market data with a view to ensuring that the total remuneration provided is aligned with peer group companies.

 

 

 

 

One third of the Awards granted today will take the form of restricted stock options, with an exercise price equivalent to the nominal value of GW’s ordinary shares, being 0.1 pence per ordinary share. These options will vest upon the third anniversary of the date of grant.

 

One third of the Awards take the form of market priced options, whereby the options have an exercise price equivalent to the market price at market close on the last trading day prior to grant ($68.39 per ADS, equivalent to 383 pence per Ordinary Share). These options will vest on the third anniversary of the date of grant.

 

Finally, one third of the Awards granted today are considered to be an initial one–time only grant. These also take the form of market priced options, whereby the options have an exercise price equivalent to the market price at market close on the last trading day prior to grant ($68.39 per ADS, equivalent to 383 pence per Ordinary Share). These options will vest on the third anniversary of the date of grant.

 

These Awards are to be subject to an equity retention policy, whereby non-executive directors will generally be required to retain their vested options until they retire from the GW Board. However, vested Awards must be exercised by the tenth anniversary of the date of grant. Also, in the event that vesting of Awards leads to a crystallisation of a tax liability, the option holders may seek prior approval to exercise and dispose of sufficient shares to cover the tax liability. Awards will lapse permanently if they remain unexercised on the tenth anniversary of grant.

 

Following this Award, the total number of Options held by each of the non-executive directors is as follows:

 

Name Total number of Ordinary
Shares over which option
awards are now held:
Equivalent number of ADS’s
over which option awards are
now held:
James Noble 82,601 6,883
Thomas Lynch 82,601 6,883
Cabot Brown 82,601 6,883

 

 

For further information, please contact:

 

GW Pharmaceuticals PLC +44 (0)1980 557 000

Adam George, Company Secretary

 

Peel Hunt LLP (Nominated Adviser)

James Steel/Oliver Jackson +44 (0) 20 7418 8900