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)
11/09/2020
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 11/09/2020 M(1) 3,600 A $0.0013(2) 459,653 D
Ordinary Shares 11/09/2020 M(1) 3,600 A $0.0013(2) 463,253 D
Ordinary Shares 11/09/2020 S(3) 7,200(4) D $10(5) 456,053 D
Ordinary Shares 11/12/2020 M(1) 22,800 A $0.0013(6) 478,853 D
Ordinary Shares 11/12/2020 M(1) 13,917 A $0.0013(6) 492,770 D
Ordinary Shares 11/12/2020 M(1) 27,591 A $0.0013(6) 520,361 D
Ordinary Shares 11/12/2020 S(3) 64,308(4) D $10.01(7) 456,053 D
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
Stock Options $0.0013(2) 11/09/2020 M(1) 3,600 02/15/2020 03/15/2021 Ordinary Shares 3,600 $0.00 26,734 D
Stock Options $0.0013(2) 11/09/2020 M(1) 3,600 01/06/2020 03/15/2021 Ordinary Shares 3,600 $0.00 13,917 D
Stock Options $0.0013(6) 11/12/2020 M(1) 22,800 02/15/2020 03/15/2021 Ordinary Shares 22,800 $0.00 3,934 D
Stock Options $0.0013(6) 11/12/2020 M(1) 13,917 01/06/2020 03/15/2021 Ordinary Shares 13,917 $0.00 0 D
Stock Options $0.0013(6) 11/12/2020 M(1) 27,591 01/06/2020 03/15/2021 Ordinary Shares 27,591 $0.00 205,977 D
Explanation of Responses:
1. Exercise of stock options. Following the exercise, these shares were converted into American Depositary Shares ("ADS") of the Issuer. Each ADS represents twelve ordinary shares of the Issuer.
2. Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.32 U.S. Dollars as of November 9, 2020.
3. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2020.
4. Represented by ADSs.
5. The price reported in Column 4 is a price per ordinary share converted from price per ADS.
6. Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.31 U.S. Dollars as of November 12, 2020.
7. The price reported in Column 4 is a weighted average price per ordinary share ($120.1715 per ADS). These shares were sold in multiple transactions at prices ranging from $120.00 per ADS (or $10.00 per ordinary share) to $120.46 per ADS (or $10.04 per ordinary share), inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
Remarks:
/s/ Justin D. Gover 11/12/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.