SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Cambridge CB24 9BZ
(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 ¨|
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.
99.1 Regulatory News Service Notification dated February 15, 2016
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|
|Title:||Chief Financial Officer|
|Date: February 19, 2016|
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:
Number of Ordinary Shares
Equivalent number of ADS’s
|Dr Geoffrey Guy||631,344||52,612|
|Dr Stephen Wright||288,285||24,024|
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:
Total number of Ordinary
Equivalent number of ADS’s
|Dr Geoffrey Guy||1,392,423||116,035|
|Dr Stephen Wright||1,305,733||108,811|
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|