Report of Foreign Issuer (6-k)
August 14 2017 - 4:06PM
Edgar (US Regulatory)
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 August, 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 Interests Of Directors,
Officers And Connected Persons
On August 10, 2017, GW Pharmaceuticals
plc (the “Company”) granted the following awards to Directors and Officers over the Company’s Ordinary shares
(“Shares”) in the form of options (“Awards”) under the GW Pharmaceuticals plc Long-Term Incentive Plan,
which was approved by shareholders on March 14, 2017:
Awards to executive Directors and Officers:
Name/Role
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Number of Ordinary Shares
under this Option Award
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Equivalent number of ADS’s
under this Option Award
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Dr Geoffrey Guy
Chairman
|
404,568
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33,714
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Doug Snyder
Chief Legal Officer
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242,040
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20,170
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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 ($100.52
per ADS). 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 the Performance stock options will occur upon FDA grant of Epidiolex
regulatory approval. The Remuneration Committee considers this milestone to be an important element of our agreed strategy and
the key value driver 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 and Officers, 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 options and
restricted stock options is 0.1p per Ordinary 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
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.
For further information, please contact:
GW Pharmaceuticals PLC
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+44 (0) 207 291 0555
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Adam George, Company Secretary
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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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Company Secretary
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Date: August 14, 2017
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