0000899243-21-018673.txt : 20210507
0000899243-21-018673.hdr.sgml : 20210507
20210507162512
ACCESSION NUMBER: 0000899243-21-018673
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210505
FILED AS OF DATE: 20210507
DATE AS OF CHANGE: 20210507
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tovey Christopher J.
CENTRAL INDEX KEY: 0001754163
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35892
FILM NUMBER: 21903117
MAIL ADDRESS:
STREET 1: SOVEREIGN HOUSE, VISION PARK, HISTON
CITY: CAMBRIDGE
STATE: X0
ZIP: CB24 9BZ
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GW PHARMACEUTICALS PLC
CENTRAL INDEX KEY: 0001351288
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: SOVEREIGN HOUSE
STREET 2: VISION PARK
CITY: HISTON, CAMBRIDGE CB24 9BZ
STATE: X0
ZIP: 00000
BUSINESS PHONE: 44 1223 266800
MAIL ADDRESS:
STREET 1: SOVEREIGN HOUSE
STREET 2: VISION PARK
CITY: HISTON, CAMBRIDGE CB24 9BZ
STATE: X0
ZIP: 00000
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-05-05
1
0001351288
GW PHARMACEUTICALS PLC
GWPH
0001754163
Tovey Christopher J.
SOVEREIGN HOUSE, VISION PARK, HISTON
CAMBRIDGE
X0
CB24 9BZ
UNITED KINGDOM
0
1
0
0
Chief Operating Officer
Ordinary Shares
2021-05-05
4
D
0
2496
D
0
D
Share Options
9.8117
2021-05-05
4
D
0
52560
D
2027-01-06
Ordinary Shares
52560
0
D
Share Options
0.0017
2021-05-05
4
D
0
6468
D
2027-01-06
Ordinary Shares
6468
0
D
Share Options
9.6092
2021-05-05
4
D
0
58884
D
2028-02-26
Ordinary Shares
58884
0
D
Share Options
0.0017
2021-05-05
4
D
0
119340
D
2028-02-26
Ordinary Shares
119340
0
D
Share Options
0.0017
2021-05-05
4
D
0
17904
D
2028-02-26
Ordinary Shares
17904
0
D
Share Options
14.3342
2021-05-05
4
D
0
42048
D
2029-03-01
Ordinary Shares
42048
0
D
Share Options
0.0017
2021-05-05
4
D
0
79812
D
2029-03-01
Ordinary Shares
79812
0
D
Share Options
0.0017
2021-05-05
4
D
0
17964
D
2029-03-01
Ordinary Shares
17964
0
D
Share Options
0.0017
2021-05-05
4
D
0
137016
D
2030-06-04
Ordinary Shares
137016
0
D
Share Options
0.0017
2021-05-05
4
D
0
82224
D
2030-06-04
Ordinary Shares
82224
0
D
Share Options
0.0017
2021-05-05
4
D
0
67440
D
2031-02-22
Ordinary Shares
67440
0
D
Share Options
0.0017
2021-05-05
4
D
0
42192
D
2031-02-22
Ordinary Shares
42192
0
D
On May 5, 2021, Jazz Pharmaceuticals Public Limited Company, a public limited company incorporated in the Republic of Ireland ("Jazz"), Jazz Pharmaceuticals UK Holdings Limited, a private limited company incorporated in England and Wales and an indirect wholly owned subsidiary of Jazz ("Bidco") and the DR Nominee (as defined in the Transaction Agreement) acquired all outstanding ordinary shares, par value British Pound Sterling 0.001 per share, of GW Pharmaceuticals plc, a public limited company incorporated in England and Wales (the "Company"), by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement") (continued in footnote 2).
At the effective time of the Scheme of Arrangement, Scheme Shareholders (as defined in the Scheme of Arrangement) became entitled to receive for each Scheme Share (as defined in the Scheme of Arrangement) held by them an amount equal to $16.66 2/3 in cash plus 0.010030 ordinary shares, nominal value $0.0001 per share, of Jazz ("Jazz ordinary shares"). The transaction is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2021.
Pursuant to the Transaction Agreement, dated as of February 3, 2021 (the "Transaction Agreement"), by and among the Company, Jazz and Bidco, these share options vested (to the extent unvested) and were canceled in connection with the closing of the transactions contemplated by the Transaction Agreement in exchange for an all-cash payment equal to the value of the share options based on the value of the transaction consideration.
Pursuant to the Transaction Agreement, one-third of these share options vested and were canceled in connection with the closing of the transactions contemplated by the Transaction Agreement in exchange for an all-cash payment equal to the value of the share options based on the value of the transaction consideration, and the remaining two-thirds were converted into an option to acquire Jazz ordinary shares (with any performance goals deemed fully satisfied), half of which will vest on March 2, 2022 and half of which will vest on March 2, 2023.
/s/ Christopher J. Tovey
2021-05-07