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 January, 2017
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.
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):
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):
Notification of Transactions of Directors
On January 6, 2017, GW Pharmaceuticals
plc (the “Company”) granted the following awards to Directors over the Company’s ordinary shares par value £0.001
per share (the “Shares”) in the form of options (“Awards”) under the GW Pharmaceuticals plc Long-Term Incentive
Plan, which was approved by shareholders on March 18, 2008:
Awards to executive Directors:
|
Name
|
Number of Ordinary Shares
under this Option Award
|
Equivalent number of ADS’s
under this Option Award
|
|
Justin Gover
|
445,980
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37,165
|
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Julian Gangolli
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274,644
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22,887
|
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Chris Tovey
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164,676
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13,722
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Adam George
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164,676
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13,722
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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 ($117.74
per American Depositary Share (“ADS”), with each ADS representing 12 Shares). 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 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 the Company’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 Share, being the par value of the Shares. Awards which do not vest at the end of the vesting
period will lapse permanently.
These Awards are subject to an equity retention policy whereby
the executive Directors are required to build up and retain an equity stake in the Company, which may include retained vested share
options, representing an agreed multiple of salary, over a 5 year term.
Awards to non-executive Directors:
|
Name
|
Number of Ordinary Shares
under this Option Award
|
Equivalent number of ADS’s
under this Option Award
|
|
James Noble
|
27,804
|
2,317
|
|
Thomas Lynch
|
27,804
|
2,317
|
|
Cabot Brown
|
27,804
|
2,317
|
50% of the Awards will take the form of
restricted stock options, with an exercise price equivalent to the nominal value of the Company’s Shares. These options will
vest upon the third anniversary of the date of grant.
50% of the Awards take the form of Market-priced
options, whereby the options have an exercise price equivalent to the market price at market close on the last trading day prior
to grant ($117.74 per ADS). These options will vest on the third anniversary of the date of grant.
These Awards are made in accordance with
the Company pay policy approved by shareholders at the Annual General meeting in February 2015 and represent the second grant made
in accordance with the non-executive remuneration structure adopted by the Board at the end of 2015 following completion of a comprehensive
peer-group benchmarking analysis by our independent remuneration advisers Willis Towers Watson.
These Awards are to be subject to an equity retention policy,
whereby non-executive directors will generally be required to retain their vested options until they retire from the Company’s
Board. However, vested Awards must be exercised by the tenth anniversary of the date of grant. Also, in the event that vesting
of Awards leads to a crystallization of a tax liability, the option holders may seek prior approval to exercise and dispose of
sufficient shares to cover the tax liability. Awards will lapse permanently if they remain unexercised on the tenth anniversary
of grant.
Director Stock Trading Plan
On January 6, 2017, the Company was notified that Dr Geoffrey
Guy, Chairman of the Company’s 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, as well as the Company’s policies
with respect to insider sales. Dr Guy’s plan provides for the sale of up to 83,333 ADSs, between February 9, 2017 and May
31, 2017. Following the sale of these ADSs, Dr Guy will retain a beneficial interest in 11,847,856 Shares equivalent to 987,321
ADSs and 952,034 options over Shares, equivalent to 79,336 ADSs.
Other Events
Spokespersons of the Company plan to present the information
in the presentation slides attached hereto as Exhibit 99.1 at various investor and analyst meetings scheduled during the week of
January 9, 2017 and thereafter. The furnishing of the attached presentation is not an admission as to the materiality of any
information therein. The information contained in the presentation is summary information that is intended to be considered in
the context of more complete information included in the Company’s filings with the Securities and Exchange Commission (the
“SEC”) and other public announcements that the Company has made and may make from time to time by press release or
otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although
it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing or furnishing
of other reports or documents with the SEC, through press releases or through other public disclosures.
For further information, please contact:
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GW Pharmaceuticals PLC
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+44 (0)1980 557 000
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Adam George, Company Secretary
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99.1
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Company Presentation
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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.
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GW Pharmaceuticals plc
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By:
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/s/ Adam George
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Name:
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Adam George
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Title:
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Chief Financial Officer
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Date: January 9, 2017
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