FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gover Justin D. 		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
(Last)          (First)          (Middle)

SOVEREIGN HOUSE, VISION PARK, HISTON 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2019
(Street)

CAMBRIDGE, X0 CB24 9BZ
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/15/2019     M    47851   (1) A $0.0013   (2) 564960   (3) D    
Ordinary Shares   3/15/2019     D    19   D $13.88   (4) 564941   D    
Ordinary Shares   3/15/2019     S (5)    23400   D $14.01   (6) 541541   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 3/15/2019     M         17517    1/6/2018   3/15/2019   Ordinary Shares   17517   $0.00   0   D    
Stock Options   $0.0013   (2) 3/15/2019     M         30334      (7)   (7) Ordinary Shares   30334   $0.00   60668   (7) D    

Explanation of Responses:
(1)  Exercise of stock options. Following the exercise, 47,832 of 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 = 1.33 U.S. Dollars as of March 15, 2018.
(3)  Includes (a) 67,320 ordinary shares underlying restricted stock units previously reported as stock options on Table II of the reporting person's Form 3 filed on October 1, 2018, of which 22,440 shares will vest automatically on February 26, 2020, 2021 and 2022, respectively and (b) 68,016 ordinary shares underlying restricted stock units previously reported as stock options on Table II of the reporting person's Form 4 filed on March 5, 2019, of which 17,004 shares will automatically vest on March 1, 2020, 2021, 2022 and 2023, respectively.
(4)  The price reported in Column 4 is price per ordinary share converted from price per ADS.
(5)  The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 16, 2018.
(6)  The price reported in Column 4 is a weighted average price per ordinary share ($168.09 per ADS). These shares were sold in multiple transactions at prices ranging from $167.59 per ADS (or $13.97 per ordinary share) to $168.54 per ADS (or $14.05 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.
(7)  The reported transaction related to exercise of stock options to purchase 30,334 shares which vested on February 15, 2018. The remaining stock options vest equally on February 15, 2019 and 2020, and will expire 13 months after vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gover Justin D.
SOVEREIGN HOUSE, VISION PARK, HISTON
CAMBRIDGE, X0 CB24 9BZ 		X
Chief Executive Officer

Signatures
/s/ Justin D. Gover 3/19/2019
** 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).
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