Sec Form 4 Filing - George Adam D. @ GW PHARMACEUTICALS PLC - 2021-01-13

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) 01/13/2021 (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 01/13/2021 M( 1 ) 3,636 A $ 0.0014 ( 2 ) 13,636 D Ordinary Shares 01/13/2021 M( 1 ) 97,008 A $ 0.0014 ( 2 ) 110,644 D Ordinary Shares 01/13/2021 M( 1 ) 67,704 A $ 3.72 178,348 D Ordinary Shares 01/13/2021 M( 1 ) 99,180 A $ 0.0014 ( 2 ) 277,528 D Ordinary Shares 01/13/2021 M( 1 ) 132,984 A $ 0.0014 ( 2 ) 410,512 D Ordinary Shares 01/13/2021 M( 1 ) 78,336 A $ 0.0014 ( 2 ) 488,848 D Ordinary Shares 01/13/2021 M( 1 ) 5,868 A $ 0.0014 ( 2 ) 494,716 D Ordinary Shares 01/13/2021 M( 1 ) 5,868 A $ 0.0014 ( 2 ) 500,584 D Ordinary Shares 01/13/2021 M( 1 ) 5,868 A $ 0.0014 ( 2 ) 506,452 D Ordinary Shares 01/13/2021 M( 1 ) 5,868 A $ 0.0014 ( 2 ) 512,320 D Ordinary Shares 01/13/2021 M( 1 ) 96,336 A $ 0.0014 ( 2 ) 608,656 D Ordinary Shares 01/13/2021 M( 1 ) 77,088 A $ 0.0014 ( 2 ) 685,744 D Ordinary Shares 01/13/2021 S( 3 ) 181,488 ( 4 ) D $ 10.91 ( 5 ) 504,256 D Ordinary Shares 01/13/2021 S( 3 ) 145,200 ( 4 ) D $ 11 ( 6 ) 359,056 D Ordinary Shares 01/13/2021 S( 3 ) 222,552 ( 4 ) D $ 11.08 ( 7 ) 136,504 D Ordinary Shares 01/13/2021 S( 3 ) 121,764 ( 4 ) D $ 11.15 ( 8 ) 14,740 D Ordinary Shares 01/13/2021 S( 3 ) 4,740 ( 4 ) D $ 11.23 ( 9 ) 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 Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 3,636 06/24/2019 06/24/2025 Ordinary Shares 3,636 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 97,008 ( 10 ) 02/15/2026 Ordinary Shares 97,008 $ 0 10 D Share Options $ 3.72 01/13/2021 M( 1 ) 67,704 02/15/2019 02/15/2026 Ordinary Shares 67,704 $ 0 3 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 99,180 ( 11 ) 01/06/2027 Ordinary Shares 99,180 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 132,984 ( 12 ) 02/26/2028 Ordinary Shares 132,984 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 78,336 12/31/2020( 13 ) 03/01/2029 Ordinary Shares 78,336 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 5,868 03/01/2020 03/01/2029 Ordinary Shares 5,868 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 5,868 12/31/2020( 13 ) 03/01/2029 Ordinary Shares 5,868 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 5,868 12/31/2020( 13 ) 03/01/2029 Ordinary Shares 5,868 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 5,868 12/31/2020( 13 ) 03/01/2029 Ordinary Shares 5,868 $ 0 0 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 96,336 12/31/2020( 13 ) 06/04/2030 Ordinary Shares 96,336 $ 0 32,112 D Share Options $ 0.0014 ( 2 ) 01/13/2021 M( 1 ) 77,088 12/31/2020( 13 ) 06/04/2030 Ordinary Shares 77,088 $ 0 0 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 01/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Exercise of share options. Following the exercise, these shares were converted into American Depositary Shares of ("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 = 1.36 U.S. Dollars as of January 13, 2020. ( 3 )The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 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 ($130.9153 per ADS). These shares were sold in multiple transactions at prices ranging from $130.48 per ADS (or $10.87 per ordinary share) to $131.44 per ADS (or $10.95 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 price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($132.0454 per ADS). These shares were sold in multiple transactions at prices ranging from $130.48 per ADS (or $10.87 per ordinary share) to $132.48 per ADS (or $11.04 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 )Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($132.9121 per ADS). These shares were sold in multiple transactions at prices ranging from $132.50 per ADS (or $11.04 per ordinary share) to $133.48 per ADS (or $11.12 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 ($133.7875 per ADS). These shares were sold in multiple transactions at prices ranging from $133.50 per ADS (or $11.13 per ordinary share) to $134.48 per ADS (or $11.21 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 )Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($134.7871 per ADS). These shares were sold in multiple transactions at prices ranging from $134.54 per ADS (or $11.21 per ordinary share) to $134.97 per ADS (or $11.25 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. ( 10 )9,624 shares vested on February 15, 2020. The remaining vested on February 15, 2019. ( 11 )6,468 shares vested on December 31, 2020 (accelerated due to retirement of the reporting person.) The remaining vested on January 6, 2020. ( 12 )7,680 shares vested on February 26, 2019; 7,668 shares vested on February 26, 2020; the remained vested on December 31, 2020 (accelerated due to retirement of the reporting person.) ( 13 )Accelerated due to retirement of the reporting person.

Remarks: Effective December 31, 2020, the Reporting Person is no longer an officer of the Issuer.

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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