Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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) 5/5/2021
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	5/5/2021		D		222773	D	⁽¹⁾⁽²⁾	0	D
Ordinary Shares	5/5/2021		D		456048	D	⁽¹⁾⁽²⁾	0	I	By Justin D. Gover 2020 Irrevocable Trust dated December 14, 2020
Ordinary Shares	5/5/2021		D		1867308	D	⁽¹⁾⁽²⁾	0	I	By the Gover Family Investment LLP

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Options	$0.0017	5/5/2021		D			17508	⁽³⁾	3/15/2022	Ordinary Shares	17508	⁽³⁾	0	D
Share Options	$10.605	5/5/2021		D			75864	⁽³⁾	6/24/2025	Ordinary Shares	75864	⁽³⁾	0	D
Share Options	$3.72	5/5/2021		D			213240	⁽³⁾	2/15/2026	Ordinary Shares	213240	⁽³⁾	0	D
Share Options	$9.8117	5/5/2021		D			142344	⁽³⁾	1/6/2027	Ordinary Shares	142344	⁽³⁾	0	D
Share Options	$9.6092	5/5/2021		D			147624	⁽³⁾	2/26/2028	Ordinary Shares	147624	⁽³⁾	0	D
Share Options	$14.3342	5/5/2021		D			119472	⁽³⁾	3/1/2029	Ordinary Shares	119472	⁽³⁾	0	D
Share Options	$14.645	5/5/2021		D			30936	⁽³⁾	6/14/2029	Ordinary Shares	30936	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			22440	⁽³⁾	⁽⁵⁾	Ordinary Shares	22440	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			34008	⁽³⁾	⁽⁵⁾	Ordinary Shares	34008	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			226752	⁽³⁾	⁽⁵⁾	Ordinary Shares	226752	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			12492	⁽³⁾	⁽⁵⁾	Ordinary Shares	12492	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			55488	⁽³⁾	⁽⁵⁾	Ordinary Shares	55488	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			287904	⁽³⁾	⁽⁵⁾	Ordinary Shares	287904	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			479844	⁽³⁾	⁽⁵⁾	Ordinary Shares	479844	⁽³⁾	0	D
Share Options	$0.0017	5/5/2021		D			164496	⁽⁴⁾	⁽⁵⁾	Ordinary Shares	164496	⁽⁴⁾	0	D
Share Options	$0.0017	5/5/2021		D			263184	⁽⁴⁾	⁽⁵⁾	Ordinary Shares	263184	⁽⁴⁾	0	D

Explanation of Responses:
(1)	On May 5, 2021, Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in the Republic of Ireland ("Jazz"), Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated in England and Wales and an indirect wholly owned subsidiary of Jazz ("Bidco") and the DR Nominee (as defined in the Transaction Agreement) acquired all outstanding ordinary shares, par value British Pound Sterling 0.001 per share, of GW Pharmaceuticals plc, a public limited company incorporated in England and Wales (the "Company"), by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement") (continued in footnote 2).
(2)	At the effective time of the Scheme of Arrangement, Scheme Shareholders (as defined in the Scheme of Arrangement) became entitled to receive for each Scheme Share (as defined in the Scheme of Arrangement) held by them an amount equal to $16.66 2/3 in cash plus 0.010030 ordinary shares, nominal value $0.0001 per share, of Jazz ("Jazz ordinary shares"). The transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2021.
(3)	Pursuant to the Transaction Agreement, dated as of February 3, 2021 (the "Transaction Agreement"), by and among the Company, Jazz and Bidco, these share options vested (to the extent unvested) and were canceled in connection with the closing of the transactions contemplated by the Transaction Agreement in exchange for an all-cash payment equal to the value of the share options based on the value of the transaction consideration.
(4)	Pursuant to the Transaction Agreement, one-third of these share options vested and were canceled in connection with the closing of the transactions contemplated by the Transaction Agreement in exchange for an all-cash payment equal to the value of the share options based on the value of the transaction consideration, and the remaining two-thirds were converted into an option to acquire Jazz ordinary shares (with any performance goals deemed fully satisfied), half of which will vest on March 2, 2022 and half of which will vest on March 2, 2023.
(5)	These stock options were granted with automatic vesting on exercisable date.

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