Statement of Changes in Beneficial Ownership (4)
February 05 2020 - 5:01PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
Gover Justin D. |
2. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC
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GWPH
]
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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)
2/3/2020 |
(Street)
CAMBRIDGE, X0 CB24 9BZ
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 2/3/2020 | | M(1) | | 202224 (1) | A | $0.0013 (2) | 765749 | D | |
Ordinary Shares | 2/3/2020 | | S(3) | | 71712 (4) | D | $9.57 (5) | 694037 | D | |
Ordinary Shares | 2/3/2020 | | S(3) | | 110964 (4) | D | $9.63 (6) | 583073 | D | |
Ordinary Shares | 2/3/2020 | | S(3) | | 19548 (4) | D | $9.71 (7) | 563525 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | 2/3/2020 | | M (1) | | | 202224 | 2/15/2019 | 3/15/2020 | Ordinary Shares | 202224 | $0.00 | 7 | 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 = 1.30 U.S. Dollars as of February 3, 2020. |
(3) | The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 3, 2019. |
(4) | Represented by ADSs. |
(5) | The price reported in Column 4 is a weighted average price per ordinary share ($114.85 per ADS). These share were sold in multiple transactions at prices ranging from $9.51 per ordinary share ($114.16 per ADS) to $9.60 per ordinary share ($115.15 per ADS), inclusive. The Reporting Person understands 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. |
(6) | The price reported in Column 4 is a weighted average price per ordinary share ($115.52 per ADS). These share were sold in multiple transactions at prices ranging from $9.60 per ordinary share ($115.16 per ADS) to $9.68 per ordinary share ($116.14 per ADS), inclusive. The Reporting Person understands 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 price reported in Column 4 is a weighted average price per ordinary share ($116.54 per ADS). These share were sold in multiple transactions at prices ranging from $9.68 per ordinary share ($116.19 per ADS) to $9.76 per ordinary share ($117.07 per ADS), inclusive. The Reporting Person understands 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. |
Reporting Owners
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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 |
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Signatures
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/s/ Justin D. Gover | | 2/5/2020 |
**Signature of Reporting Person | Date |