Sec Form 4 Filing - Gover Justin D. @ GW PHARMACEUTICALS PLC - 2019-03-15

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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/YY) 03/15/2019 (Street) CAMBRIDGE, X0CB24 9BZ 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 03/15/2019 M 47,851 ( 1 ) A $ 0.0013 ( 2 ) 564,960 ( 3 ) D Ordinary Shares 03/15/2019 D 19 D $ 13.88 ( 4 ) 564,941 D Ordinary Shares 03/15/2019 S( 5 ) 23,400 D $ 14.01 ( 6 ) 541,541 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 ) 03/15/2019 M 17,517 01/06/2018 03/15/2019 Ordinary Shares 17,517 $ 0 0 D Stock Options $ 0.0013 ( 2 ) 03/15/2019 M 30,334 ( 7 ) ( 7 ) Ordinary Shares 30,334 $ 0 60,668 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gover Justin D. SOVEREIGN HOUSE, VISION PARK, HISTON CAMBRIDGE, X0CB24 9BZ X Chief Executive Officer Signatures /s/ Justin D. Gover 03/19/2019 Signature of Reporting Person Date

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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.