Sec Form 4 Filing - Knappertz Volker @ GW PHARMACEUTICALS PLC - 2019-05-18

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 Knappertz Volker 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) Chief Medical Officer (Last) (First) (Middle) SOVEREIGN HOUSE, VISION PARK, HISTON 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2019 (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 05/18/2019 M( 1 ) 12,144 A $ 0.0013 ( 2 ) 97,968 ( 3 ) D Ordinary Shares 05/20/2019 S 5,832 ( 4 ) D $ 14.52 ( 5 ) 92,136 D Ordinary Shares 05/20/2019 S 6,312 ( 4 ) D $ 14.76 ( 6 ) 85,824 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 Restricted Stock Units ( 1 ) $ 0.0013 ( 2 ) 05/18/2019 M 12,144 05/18/2019 05/18/2019( 7 ) Ordinary Shares 12,144 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Knappertz Volker SOVEREIGN HOUSE, VISION PARK, HISTON CAMBRIDGE, X0CB24 9BZ Chief Medical Officer Signatures /s/ Volker Knappertz 05/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of restricted stock units previously reported as stock options on the reporting person's Form 3 filed on October 1, 2018. These ordinary shares are subsequently converted into American Depositary Shares ("ADS") of the Issuer. ( 2 )Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.27 U.S. Dollars as of May 17, 2019. ( 3 )Includes 49,632 and 27,456 ordinary shares underlying restricted stock units previously reported as stock options on the reporting person's Form 3 filed on October 1, 2018 and Form 4 filed on March 5, 2019, respectively. ( 4 )Represented by ADSs. ( 5 )The price reported in Column 4 is price per ordinary share converted from price per ADS. ( 6 )The price reported in Column 4 is a weighted average price per ordinary share ($177.13 per ADS). These shares were sold in multiple transactions at prices ranging from $177.06 per ADS (or $14.76 per ordinary share) to $177.13 per ADS (or $14.76 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 reporting person's Form 3 filed on October 1, 2018 contained stock options to purchase 12,144 ordinary shares vesting on May 18, 2019 and expiring on March 15, 2020. These securities are restricted stock units with a nominal exercise price and vest automatically upon 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).

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