Sec Form 4 Filing - Tovey Christopher J. @ GW PHARMACEUTICALS PLC - 2020-11-30

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 Tovey Christopher J. 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 Operating Officer (Last) (First) (Middle) SOVEREIGN HOUSE, VISION PARK, HISTON 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2020 (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 11/30/2020 M( 1 ) 3,924 A $ 0.0013 ( 2 ) 6,420 ( 9 ) D Ordinary Shares 11/30/2020 M( 1 ) 10,452 A $ 0.0013 ( 2 ) 16,872 D Ordinary Shares 11/30/2020 M( 1 ) 6,468 A $ 0.0013 ( 2 ) 23,340 D Ordinary Shares 11/30/2020 M( 1 ) 57,684 A $ 0.0013 ( 2 ) 81,024 D Ordinary Shares 11/30/2020 M( 1 ) 8,952 A $ 0.0013 ( 2 ) 89,976 D Ordinary Shares 11/30/2020 M( 1 ) 5,988 A $ 0.0013 ( 2 ) 95,964 D Ordinary Shares 11/30/2020 S( 3 ) 93,468 ( 4 ) D $ 11.67 ( 5 ) 2,496 D Ordinary Shares 12/01/2020 M( 1 ) 28,560 A $ 0.0013 ( 6 ) 31,056 D Ordinary Shares 12/01/2020 S( 3 ) 19,500 ( 4 ) D $ 11.74 ( 7 ) 11,556 D Ordinary Shares 12/01/2020 S( 3 ) 9,060 ( 4 ) D $ 11.79 ( 8 ) 2,496 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 ) 11/30/2020 M( 1 ) 3,924 06/24/2019 06/24/2025 Ordinary Shares 3,924 $ 0 6 D Stock Options $ 0.0013 ( 2 ) 11/30/2020 M( 1 ) 10,452 02/15/2020 02/15/2026 Ordinary Shares 10,452 $ 0 5 D Stock Options $ 0.0013 ( 2 ) 11/30/2020 M( 1 ) 6,468 01/06/2020 01/06/2027 Ordinary Shares 6,468 $ 0 0 D Stock Options $ 0.0013 ( 2 ) 11/30/2020 M( 1 ) 57,684 01/06/2020 01/06/2027 Ordinary Shares 57,684 $ 0 28,560 D Stock Options $ 0.0013 ( 2 ) 11/30/2020 M( 1 ) 8,952 02/26/2020 02/26/2028 Ordinary Shares 8,952 $ 0 0 D Stock Options $ 0.0013 ( 2 ) 11/30/2020 M( 1 ) 5,988 03/01/2020 03/01/2029 Ordinary Shares 5,988 $ 0 0 D Stock Options $ 0.0013 ( 6 ) 12/01/2020 M( 1 ) 28,560 01/06/2020 01/06/2027 Ordinary Shares 28,560 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tovey Christopher J. SOVEREIGN HOUSE, VISION PARK, HISTON CAMBRIDGE, X0CB24 9BZ Chief Operating Officer Signatures /s/ Christopher J. Tovey 12/02/2020 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 = 1.33 U.S. Dollars as of November 30, 2020. ( 3 )The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 12, 2020. ( 4 )Represented by ADSs. ( 5 )Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($140.0338 per ADS). These shares were sold in multiple transactions at prices ranging from $140.00 per ADS (or $11.66 per ordinary share) to $140.25 per ADS (or $11.69 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 ( 6 )Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.34 U.S. Dollars as of December 1, 2020. ( 7 )Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($140.8760 per ADS). These shares were sold in multiple transactions at prices ranging from $140.40 per ADS (or $11.78 per ordinary share) to $141.31 per ADS (or $11.78 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 ( 8 )Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($141.5258 per ADS). These shares were sold in multiple transactions at prices ranging from $141.40 per ADS (or $11.78 per ordinary share) to $142.00 per ADS (or $11.83 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. ( 9 )Reflects an adjustment to total holdings to exclude seven shares incorrectly included in prior reports.

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