GW Pharmaceuticals Plc
GW PHARMACEUTICALS PLC (Form: 6-K, Received: 11/03/2016 14:13:26)

 

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 November, 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     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 November 3, 2016, GW Pharmaceuticals plc (the “Company”), issued a regulatory news service (“RNS”) announcement setting forth details of the conversion by Mr. Christopher Tovey, the Company’s Chief Operating Officer and a Director of certain of his ordinary shares par value £0.001per share (“Ordinary Shares”) into American Depositary Shares (“ADSs”). This RNS is attached as Exhibit 99.1 hereto and is incorporated by reference herein. On November 2, 2016 , the Company issued an RNS with details of the conversion by Mr. Justin Gover, the Company’s Chief Executive Officer and a Director of certain of his ordinary shares into ADSs. This RNS is attached as Exhibit 99.2 hereto and is incorporated by reference herein. On November 1, 2016 , the Company issued an RNS with details of the conversion by Mr. James Noble, a Director, of certain of his ordinary shares into ADSs. This RNS is attached as Exhibit 99.3 hereto and is incorporated by reference herein. On October 28, 2016, the Company issued a press release with details of the establishment by Dr Geoffrey Guy, Chairman of the Company’s Board of Directors, of a personal stock trading plan in accordance both with the guidelines established by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the EU Market Abuse Regulation, as well as the Company’s policies with respect to insider trading. This press release is attached as Exhibit 99.4 hereto and is incorporated by reference herein. On October 28, 2016 the Company issued an RNS with details of sales of Ordinary Shares by Dr Geoffrey Guy, Chairman of the Company’s Board of Directors. This RNS is attached as Exhibit 99.5 hereto and is incorporated by reference herein. The information contained in Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth by specific reference in such a filing.

 

Exhibits

   
99.1   Regulatory news service announcement dated November 3, 2016 regarding Mr. Christopher Tovey
99.2   Regulatory news service announcement dated November 2, 2016 regarding Mr. Justin Gover
99.3   Regulatory news service announcement dated November 1, 2016 regarding Mr. James Noble
99.4   Press Release dated October 28, 2016 regarding Director Stock Trading Plan
99.5   Regulatory news service announcement dated October 28, 2016 regarding Dr Geoffrey Guy
     
     
         

 

 

 

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: November 3, 2016    

 

 

Exhibit 99.1

 

Notification and public disclosure of transactions by persons discharging

 

managerial responsibilities and persons closely associated with them 

 

1.          Details of the person discharging managerial responsibilities / person closely associated
a.          Name Mr Christopher Tovey
2.          Reason for the notification
a.          Position/status Director/Chief Operating Officer
b.         

Initial notification

 

/Amendment

 

Initial notification
3.          Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.          Name GW Pharmaceuticals PLC
b.          LEI  
4.          Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.         

Description of the

 

Financial instrument, type of instrument

 

Identification code

 

 

 

Ordinary shares of 0.1p each ISIN: GB0030544687

 

Restricted American Depositary Shares: ISIN: US36197T1372

 

b.          Nature of the transaction Conversion of 2,496 Ordinary shares into 208 Nasdaq listed Restricted ADRs (12 to 1 Conversion ratio)
c.          Price(s) and volume(s)

Price(s)

 

 -

Volume(s)

 

208

 

 


ADSs issued upon conversion of 2,496 Ordinary shares

d.         

Aggregated information

 

· Aggregated volume

 

· Price

 

 

 

 

n/a

 

e.          Date of the transaction 1 November 2016
f.          Place of the transaction New York

  

 

Exhibit 99.2

 

Notification and public disclosure of transactions by persons discharging

 

managerial responsibilities and persons closely associated with them 

 

1.          Details of the person discharging managerial responsibilities / person closely associated
a.          Name Mr Justin Gover/Gover Family Investment LLP
2.          Reason for the notification
a.          Position/status Chief Executive Officer
b.         

Initial notification

 

/Amendment

 

Initial notification
3.          Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.          Name GW Pharmaceuticals PLC
b.          LEI  
4.          Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.         

Description of the

 

Financial instrument, type of instrument

 

Identification code

 

 

 

Ordinary shares of 0.1p each ISIN: GB0030544687

 

Restricted American Depositary Shares: ISIN: US36197T1372

 

b.          Nature of the transaction

Conversion of 2,513,748 Ordinary shares into 209,479 Nasdaq listed Restricted ADRs (12 to 1 Conversion ratio)

 

 

 

c.          Price(s) and volume(s) Price(s)

 -  
Volume(s)

209,479


ADSs issued upon conversion of 2,513,748 Ordinary shares
   
d.         

Aggregated information

 

· Aggregated volume

 

· Price

 

 

 

 

n/a

 

e.          Date of the transaction 2 November 2016
f.          Place of the transaction New York

  

 

 

 

 

Exhibit 99.3

 

Notification and public disclosure of transactions by persons discharging

 

managerial responsibilities and persons closely associated with them 

 

1.          Details of the person discharging managerial responsibilities / person closely associated
a.          Name Mr James Noble
2.          Reason for the notification
a.          Position/status non-executive Director/Deputy Chairman
b.         

Initial notification

 

/Amendment

 

Initial notification
3.          Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.          Name GW Pharmaceuticals PLC
b.          LEI  
4.          Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.         

Description of the

 

Financial instrument, type of instrument

 

Identification code

 

 

 

Ordinary shares of 0.1p each ISIN: GB0030544687

 

Restricted American Depositary Shares: ISIN: US36197T1372

 

b.          Nature of the transaction Conversion of 27,492 Ordinary shares into 2,291 Nasdaq listed Restricted ADRs (12 to 1 Conversion ratio)
c.          Price(s) and volume(s) Price(s)

 -  
Volume(s)

2,291


ADSs issued upon conversion of 27,492 Ordinary shares
 
d.         

Aggregated information

 

· Aggregated volume

 

· Price

 

 

 

 

n/a

 

e.          Date of the transaction 31 October 2016
f.          Place of the transaction New York

 

 

 

Exhibit 99.4

 

Director Stock Trading Plan

 

London, UK; 28 October 2016: GW Pharmaceuticals plc (Nasdaq: GWPH, AIM: "GWP," "GW," "the Company" or "the Group"), a biopharmaceutical company focused on discovering, developing and commercializing novel therapeutics from its proprietary cannabinoid product platform, has today been notified that Dr Geoffrey Guy, Chairman of the Board, has established a personal stock trading plan in accordance both with the guidelines established by Rule 10b5-1 under the U.S. Securities Exchange Act of 1934, as amended, and the EU Market Abuse Regulation, as well as the Company's policies with respect to insider sales.

 

Rule 10b5-1 plans permit directors, officers and other company insiders to adopt, at times when they are not in possession of material, non-public information, written plans for trading securities in a non-discretionary, pre-scheduled manner in the future. These pre-planned trades can then be executed at a later date, as spelled out in the plan, without further action by the director, officer or other company insider and without regard to any subsequent non-public information the individual might have received.

 

Dr Guy's plan provides for the exercise and sale of options over up to 440,388 Ordinary 0.1p Shares (equivalent to 36,699 American Depository Shares), between 9 December 2016 and 1 April 2017.

 

Following exercise of these options, Dr Guy will continue to hold 952,034 options over Ordinary Shares (equivalent to 79,336 ADSs) and will continue to be the beneficial owner of an additional 12,847,852 Ordinary Shares (equivalent to 1,070,654 ADSs).

 

The transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings as required by the U.S. Securities and Exchange Commission, and by announcement through a Regulatory Information Service, as required by the EU Market Abuse Regulation.

 

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

 

 

Exhibit 99.5

 

Notification and public disclosure of transactions by persons discharging

 

managerial responsibilities and persons closely associated with them 

 

1.          Details of the person discharging managerial responsibilities / person closely associated
a.          Name Dr Geoffrey Guy
2.          Reason for the notification
a.          Position/status Director/Chairman of the Board
b.         

Initial notification

 

/Amendment

 

Initial notification
3.          Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.          Name GW Pharmaceuticals PLC
b.          LEI  
4.          Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.         

Description of the

 

Financial instrument, type of instrument

 

Identification code

 

 

 

Ordinary shares of 0.1p each

 

ISIN: GB0030544687

 

b.          Nature of the transaction Sale of Ordinary shares held by personal pension
c.          Price(s) and volume(s) Price(s)

£8.08  
Volume(s)

130,000


Ordinary shares sold by personal pension
 
d.         

Aggregated information

 

· Aggregated volume

 

· Price

 

 

 

 

n/a

 

e.          Date of the transaction 26 October 2016
f.          Place of the transaction  London  

  

 

 

 

4.          Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.         

Description of the

 

Financial instrument, type of instrument

 

Identification code

 

 

 

Ordinary shares of 0.1p each

 

ISIN: GB0030544687

 

b.          Nature of the transaction Sale of Ordinary shares held by personal pension
c.          Price(s) and volume(s) Price(s)

£8.04  
Volume(s)

138,318


Ordinary shares sold by personal pension
 
d.         

Aggregated information

 

· Aggregated volume

 

· Price

 

 

 

 

n/a

 

e.          Date of the transaction 27 October 2016
f.          Place of the transaction London  
4.          Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.         

Description of the

 

Financial instrument, type of instrument

 

Identification code

 

 

 

Ordinary shares of 0.1p each

 

ISIN: GB0030544687

 

b.          Nature of the transaction Sale of Ordinary shares held by personal pension
c.          Price(s) and volume(s) Price(s)

£7.90
Volume(s)

31,682
Ordinary shares sold  
d.         

Aggregated information

 

· Aggregated volume

 

· Price

 

 

   

 

n/a

 

e.          Date of the transaction 28 October 2016
f.          Place of the transaction London