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 February, 2016

 

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 February 15, 2016, GW Pharmaceuticals plc issued a notification through the Regulatory News Service (RNS) on the AIM market of the London Stock Exchange plc setting forth details of share option awards to certain members of its board of directors. The RNS notification is attached as Exhibit 99.1 and is incorporated by reference herein. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

Exhibits

 

99.1   Regulatory News Service Notification dated February 15, 2016

         

 

 

 

 

  

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: February 19, 2016    

 

 

 

 

 

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, 15 February 2016: 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, which was approved by shareholders on 18 March 2008:

 

 

 

Name

 

 

 

Number of Ordinary Shares
under this Option Award

 

 

 

Equivalent number of ADS’s
under this Option Award

 

Justin Gover 739,037 61,586
Julian Gangolli 668,024 55,669
Dr Geoffrey Guy 631,344 52,612
Dr Stephen Wright 288,285 24,024
Chris Tovey 254,754 21,229
Adam George 234,649 19,554

 

 

25% of the Awards are in the form of market-priced options, whereby the options have an exercise price equivalent to the market price at market close on the day prior to grant ($44.64 per ADS, equivalent to 257 pence per Ordinary Share). These options become exercisable on the third anniversary of the date of grant. Future gains upon exercise of these options will be linked to the extent of share price growth over the vesting period. The Remuneration Committee consider that this element of the Awards will help to ensure continuing alignment between executive and shareholders’ interests.

 

50% of the Awards are in the form of Performance stock options, whereby the options will vest upon the third anniversary of the date of grant subject to certain corporate performance conditions having been achieved. In this case, vesting of half of the Performance stock options will occur upon receipt from FDA of their confirmation of acceptance of an Epidiolex NDA filing and half will vest upon FDA grant of Epidiolex regulatory approval. The Remuneration Committee considers these particular milestones to be the most important elements of our agreed strategy and the key value drivers for the business at this time.

 

25% of the Awards are in the form of Restricted stock options whereby these options are subject to a four year service condition and vesting period. 25% of the options will vest on each anniversary of the date of grant over the next four years. The Remuneration Committee consider that this element of the Awards should help to ensure retention of our team of executive Directors, a key factor for GW’s future success.

 

 
 

 

In general, the Awards may be exercised at any time between the vesting date and the tenth anniversary of the date of grant. Our US based Directors will be required to exercise their Performance stock and Restricted stock options within six months of the vesting date. The exercise price of the Performance stock option and Restricted stock options is 0.1p per Ordinary Share, being the par value of the Shares. Awards which do not vest at the end of the vesting period will lapse permanently.

 

Following this Award, the total number of Options held by each of the 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:

 

Justin Gover 1,430,117 119,176
Julian Gangolli 927,269 77,272
Dr Geoffrey Guy 1,392,423 116,035
Dr Stephen Wright 1,305,733 108,811
Chris Tovey 743,377 61,948
Adam George 813,818 67,818

 

 

 

 

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

 

 

 

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