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 April, 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 April 1, 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 a series of transactions in its shares by Dr. Stephen Wright and Christopher Tovey, who are each Directors of the Company. 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 April 1, 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: April 1, 2016    

 

 

 

 

Exhibit 99.1

 

GW Pharmaceuticals PLC Director/PDMR Shareholding

 

1 April 2016

 

GW Pharmaceuticals PLC ("GW Pharmaceuticals" or the "Company")

 

NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 

Cambridge, UK, 1 April 2016: GW Pharmaceuticals (AIM: GWP, NASDAQ:GWPH) hereby provides notification that the Company was notified on 31 March of the following series of transactions in the shares of GW Pharmaceuticals PLC.

 

On 31 March 2016 Christopher Tovey, a Director of the Company, exercised options to acquire 75,600 0.1 pence ordinary shares (equivalent to 6,300 American Depositary Shares, or ADSs) of GW Pharmaceuticals plc. These options had an exercise price of 0.1 pence per ordinary share. The resulting ordinary shares, representing less than 0.1% of shares in issue, were sold immediately at an average price of 433 pence per share (equivalent to $74.57 per ADS).

 

Following this transaction Mr Tovey’s retained beneficial interest in the shares of GW Pharmaceuticals plc remains unchanged at 2,500 shares. He also continues to hold vested exercisable options over 400 0.1 pence ordinary shares plus 667,377 options which have yet to vest.

 

On 31 March 2015, Dr Stephen Wright, a Director of the Company, exercised options to acquire 58,200 0.1 pence ordinary shares (equivalent to 4,850 ADSs) of GW Pharmaceuticals plc. These options had an exercise price of 0.1 pence per ordinary share. The resulting shares, representing less than 0.1% of shares in issue, were sold at an average price of 435 pence per share (equivalent to $75.05 per ADS).

 

Following this transaction, Dr Wright’s retained beneficial interest in the shares of GW Pharmaceuticals plc remains unchanged at 5,915 shares, representing less than 0.1% of shares in issue. Dr Wright continues to retain an interest in vested exercisable share options over 416,606 0.1 pence ordinary shares plus options over 830,927 ordinary shares which have yet to vest.

 

Following these transactions, the total number of shares outstanding in the Company as at 31 March was 262,867,486 ordinary shares of 0.1 pence each.

 

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