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