SEC Form 4 · accession 0000899243-19-006340

GW PHARMACEUTICALS PLC · GWPH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Cabot Brown

Director

Period of report

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 9:09 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001351288

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Ordinary Shares^F1,F2	Mar 1, 2019	M	14,479	$0.0013	A	21,679	D
Ordinary Shares^F1,F2	Mar 1, 2019	M	34,061	$5.0556	A	55,740	D
Ordinary Shares^F3,F4	Mar 1, 2019	S	13,260	$14.29	D	42,480	D
Ordinary Shares^F3,F5	Mar 1, 2019	S	35,280	$14.42	D	7,200	D
Ordinary Shares^F3,F6	Mar 1, 2019	S	3,564	$14.26	D	3,636	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F2	$0.0013	Mar 1, 2019	M	14,479	D	Dec 29, 2018	Dec 29, 2025	Ordinary Shares	14,479	0	D
Stock Options^F2	$5.0556	Mar 1, 2019	M	34,061	D	Dec 29, 2018	Dec 29, 2025	Ordinary Shares	34,061	0	D
Stock Options^F7,F8,F9	$14.33	Mar 1, 2019	A	16,548	A	Mar 1, 2022	Mar 1, 2029	Ordinary Shares	16,548	16,548	D
Stock Options^F7,F2,F10	$0.0013	Mar 1, 2019	A	3,144	A	Mar 1, 2020	—	Ordinary Shares	3,144	3,144	D
Stock Options^F7,F2,F10	$0.0013	Mar 1, 2019	A	3,144	A	Mar 1, 2021	—	Ordinary Shares	3,144	3,144	D
Stock Options^F7,F2,F10	$0.0013	Mar 1, 2019	A	3,144	A	Mar 1, 2022	—	Ordinary Shares	3,144	3,144	D

Explanation of responses

F1Exercise of stock options. Following the exercise, these shares were converted into American Depositary Shares of the Issuer ("ADS"). Each ADS represents twelve ordinary shares of the Issuer.
F10These stock options will vest automatically on exercisable date.
F2Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.32 U.S. Dollars as of March 1, 2019.
F3These ordinary shares are represented by ADSs.
F4The price reported in Column 4 is a weighted average price per ordinary share ($171.52 per ADS). These shares were sold in multiple transactions at prices ranging from $171.23 per ADS (or 14.27 per ordinary share) to $171.94 per ADS (or $14.33 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.
F5The price reported in Column 4 is a weighted average price per ordinary share ($172.98 per ADS). These shares were sold in multiple transactions at prices ranging from $172.38 per ADS (or 14.37 per ordinary share) to $173.30 per ADS (or $14.44 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.
F6The price reported in Column 4 is a weighted average price per ordinary share ($171.16 per ADS). These shares were sold in multiple transactions at prices ranging from $171.14 per ADS (or 14.26 per ordinary share) to $171.18 per ADS (or $14.26 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.
F7Granted pursuant to the Issuer's Long-Term Incentive Plan
F8The reported options are options to purchase ADSs.
F9The exercise price reported is price per ordinary share converted from price per ADS ($172.01).