SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

George Adam D.

(Last)

(First)

(Middle)

SOVEREIGN HOUSE, VISION PARK, HISTON

(Street)

CAMBRIDGE

CB24 9BZ

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Options	$0.0014⁽²⁾	01/13/2021		M⁽¹⁾			3,636	06/24/2019	06/24/2025	Ordinary Shares	3,636	$0.00	0	D
Share Options	$0.0014⁽²⁾	01/13/2021		M⁽¹⁾			97,008	⁽¹⁰⁾	02/15/2026	Ordinary Shares	97,008	$0.00	10	D
Share Options	$3.72	01/13/2021		M⁽¹⁾			67,704	02/15/2019	02/15/2026	Ordinary Shares	67,704	$0.00	3	D
Share Options	$0.0014⁽²⁾	01/13/2021		M⁽¹⁾			99,180	⁽¹¹⁾	01/06/2027	Ordinary Shares	99,180	$0.00	0	D
Share Options	$0.0014⁽²⁾	01/13/2021		M⁽¹⁾			132,984	⁽¹²⁾	02/26/2028	Ordinary Shares	132,984	$0.00	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	$0.00	0	D
Share Options	$0.0014⁽²⁾	01/13/2021		M⁽¹⁾			5,868	03/01/2020	03/01/2029	Ordinary Shares	5,868	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	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	$0.00	0	D

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.

	/s/ Adam D. George	01/15/2021
	** Signature of Reporting Person	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.