Sec Form 4 Filing - George Adam D. @ GW PHARMACEUTICALS PLC - 2019-05-07

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

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1. Name and Address of Reporting Person George Adam D. 2. Issuer Name and Ticker or Trading Symbol GW PHARMACEUTICALS PLC [ GWPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Secretary (Last) (First) (Middle) SOVEREIGN HOUSE, VISION PARK, HISTON 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2019 (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 05/07/2019 M 258,324 ( 1 ) A $ 0.0013 ( 2 ) 268,324 D Ordinary Shares 05/07/2019 S 258,324 ( 3 ) D $ 16.1 ( 4 ) 10,000 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 ) 05/07/2019 M 31,144 ( 5 ) 07/19/2020 Ordinary Shares 31,144 $ 0 0 D Stock Options $ 0.0013 ( 2 ) 05/07/2019 M 39,121 ( 6 ) 09/24/2023 Ordinary Shares 39,121 $ 0 0 D Stock Options $ 0.0013 ( 2 ) 05/07/2019 M 46,071 ( 6 ) 08/12/2024 Ordinary Shares 46,071 $ 0 0 D Stock Options $ 0.0013 ( 2 ) 05/07/2019 M 59,128 ( 7 ) 06/24/2025 Ordinary Shares 59,128 $ 0 3,620 D Stock Options $ 0.0013 ( 2 ) 05/07/2019 M 69,924 ( 8 ) 02/15/2026 Ordinary Shares 69,924 $ 0 97,018 D Stock Options $ 0.0013 ( 2 ) 05/07/2019 M 12,936 ( 9 ) 01/06/2027 Ordinary Shares 12,936 $ 0 99,180 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other George Adam D. SOVEREIGN HOUSE, VISION PARK, HISTON CAMBRIDGE, X0CB24 9BZ Secretary Signatures /s/ Adam D. George 05/09/2019 Signature of Reporting Person Date

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 = 1.31 U.S. Dollars as of May 7, 2019. ( 3 )Represented by ADSs. The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2019. ( 4 )The exercise price reported is price per ordinary share converted from price per ADS. ( 5 )Granted pursuant to the Issuer's Enterprise Management Incentive Scheme and fully vested. ( 6 )Granted pursuant to the Issuer's Long-Term Incentive Plan and fully vested. ( 7 )Granted pursuant to the Issuer's Long-Term Incentive Plan, of which 3,620 shares will vest on June 24, 2019 and the rest have vested. ( 8 )Granted pursuant to the Issuer's Long-Term Incentive Plan, of which 9,632 shares will vest on February 15, 2020, and the rest have vested. ( 9 )Granted pursuant to the Issuer's Long-Term Incentive Plan, of which 92,712 shares will vest on January 6, 2020, 6,468 shares will vest on January 6, 2021 and the rest have vested

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).

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