Sec Form 4 Filing - Gover Justin D. @ GW PHARMACEUTICALS PLC - 2019-06-14

Insider filing report for Changes in Beneficial Ownership
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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
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)
06/14/2019
(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 06/14/2019 A 16,656 ( 1 ) A $ 0.0013 ( 2 ) 558,197 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 ( 3 ) $ 14.65 ( 4 ) 06/14/2019 A 30,936 06/14/2022 06/14/2029 Ordinary Shares 30,936 $ 0 30,936 D
Stock Options ( 5 ) $ 0.0013 ( 2 ) 06/14/2019 A 55,488 06/14/2022 03/15/2023 Ordinary Shares 55,488 $ 0 55,488 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 06/18/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock units ("RSUs") pursuant to the Issuer's Long-Term Incentive Plan, which will vest automatically in four equal annual installments beginning on June 14, 2020.
( 2 )Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.26 U.S. Dollars as of June 14, 2019.
( 3 )Granted pursuant to the Issuer's Long-Term Incentive Plan. The reported options are options to purchase American Depositary Shares of the Issuer ("ADS"). Each ADS represents twelve ordinary shares of the Issuer.
( 4 )The exercise price reported is price per ordinary share converted from price per ADS ($175.74).
( 5 )Performance based stock options granted pursuant to the Issuer's Long-Term Incentive Plan.

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