SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Gover Justin D.

(Last) (First) (Middle)
SOVEREIGN HOUSE, VISION PARK, HISTON

(Street)
CAMBRIDGE X0 CB24 9BZ

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC [ GWPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 05/05/2021 D 222,773 D (1)(2) 0 D
Ordinary Shares 05/05/2021 D 456,048 D (1)(2) 0 I By Justin D. Gover 2020 Irrevocable Trust dated December 14, 2020
Ordinary Shares 05/05/2021 D 1,867,308 D (1)(2) 0 I By the Gover Family Investment LLP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Options $0.0017 05/05/2021 D 17,508 (3) 03/15/2022 Ordinary Shares 17,508 (3) 0 D
Share Options $10.605 05/05/2021 D 75,864 (3) 06/24/2025 Ordinary Shares 75,864 (3) 0 D
Share Options $3.72 05/05/2021 D 213,240 (3) 02/15/2026 Ordinary Shares 213,240 (3) 0 D
Share Options $9.8117 05/05/2021 D 142,344 (3) 01/06/2027 Ordinary Shares 142,344 (3) 0 D
Share Options $9.6092 05/05/2021 D 147,624 (3) 02/26/2028 Ordinary Shares 147,624 (3) 0 D
Share Options $14.3342 05/05/2021 D 119,472 (3) 03/01/2029 Ordinary Shares 119,472 (3) 0 D
Share Options $14.645 05/05/2021 D 30,936 (3) 06/14/2029 Ordinary Shares 30,936 (3) 0 D
Share Options $0.0017 05/05/2021 D 22,440 (3) (5) Ordinary Shares 22,440 (3) 0 D
Share Options $0.0017 05/05/2021 D 34,008 (3) (5) Ordinary Shares 34,008 (3) 0 D
Share Options $0.0017 05/05/2021 D 226,752 (3) (5) Ordinary Shares 226,752 (3) 0 D
Share Options $0.0017 05/05/2021 D 12,492 (3) (5) Ordinary Shares 12,492 (3) 0 D
Share Options $0.0017 05/05/2021 D 55,488 (3) (5) Ordinary Shares 55,488 (3) 0 D
Share Options $0.0017 05/05/2021 D 287,904 (3) (5) Ordinary Shares 287,904 (3) 0 D
Share Options $0.0017 05/05/2021 D 479,844 (3) (5) Ordinary Shares 479,844 (3) 0 D
Share Options $0.0017 05/05/2021 D 164,496 (4) (5) Ordinary Shares 164,496 (4) 0 D
Share Options $0.0017 05/05/2021 D 263,184 (4) (5) Ordinary Shares 263,184 (4) 0 D
Explanation of Responses:
1. On May 5, 2021, Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in the Republic of Ireland ("Jazz"), Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated in England and Wales and an indirect wholly owned subsidiary of Jazz ("Bidco") and the DR Nominee (as defined in the Transaction Agreement) acquired all outstanding ordinary shares, par value British Pound Sterling 0.001 per share, of GW Pharmaceuticals plc, a public limited company incorporated in England and Wales (the "Company"), by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement") (continued in footnote 2).
2. At the effective time of the Scheme of Arrangement, Scheme Shareholders (as defined in the Scheme of Arrangement) became entitled to receive for each Scheme Share (as defined in the Scheme of Arrangement) held by them an amount equal to $16.66 2/3 in cash plus 0.010030 ordinary shares, nominal value $0.0001 per share, of Jazz ("Jazz ordinary shares"). The transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2021.
3. Pursuant to the Transaction Agreement, dated as of February 3, 2021 (the "Transaction Agreement"), by and among the Company, Jazz and Bidco, these share options vested (to the extent unvested) and were canceled in connection with the closing of the transactions contemplated by the Transaction Agreement in exchange for an all-cash payment equal to the value of the share options based on the value of the transaction consideration.
4. Pursuant to the Transaction Agreement, one-third of these share options vested and were canceled in connection with the closing of the transactions contemplated by the Transaction Agreement in exchange for an all-cash payment equal to the value of the share options based on the value of the transaction consideration, and the remaining two-thirds were converted into an option to acquire Jazz ordinary shares (with any performance goals deemed fully satisfied), half of which will vest on March 2, 2022 and half of which will vest on March 2, 2023.
5. These stock options were granted with automatic vesting on exercisable date.
Remarks:
/s/ Justin D. Gover 05/07/2021
** Signature of Reporting Person Date
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