United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of September, 2017
Commission File Number: 001-35892
GW PHARMACEUTICALS PLC
(Translation of registrant’s name into English)
Sovereign House
Vision Park
Histon
Cambridge CB24 9BZ
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ | No ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ | No ¨ |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
On September 11, 2017, GW Pharmaceuticals plc (the “Company”) issued a notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them (the “Notification”). The Notification is attached as Exhibit 99.1 hereto and is incorporated by reference herein. The information in the attached Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Exhibits
99.1 Notification dated September 11, 2017
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GW Pharmaceuticals plc | ||
By: | /s/ Adam George | |
Name: | Adam George | |
Title: | Company Secretary | |
Date: September 11, 2017 |
Exhibit 99.1
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a. | Name | Mr Julian Gangolli |
2. | Reason for the notification | |
a. | Position/status | Director/President, US |
b. |
Initial notification
/Amendment
|
Initial notification |
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a. | Name | GW Pharmaceuticals PLC |
b. | LEI | |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a. |
Description of the
Financial instrument, type of instrument
Identification code
|
Ordinary shares of 0.1p each
ISIN: GB0030544687
|
b. | Nature of the transaction |
Exercise of share options to acquire ordinary shares.
|
c. | Price(s) and volume(s) |
Price(s) Volume(s)
0.1p 38,016 Ordinary shares acquired pursuant to option exercise |
d. |
Aggregated information
•Aggregated volume
•Price
|
n/a
|
e. | Date of the transaction | 8 September 2017 |
f. | Place of the transaction |
London
|
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a. |
Description of the
Financial instrument, type of instrument
Identification code
|
Ordinary shares of 0.1p each and American Depositary Shares
Ordinary Shares: ISIN: GB0030544687
American Depositary shares: ISIN: US36197T1034
|
b. | Nature of the transaction | Conversion of Ordinary shares into American Depositary Shares (12 to 1 conversion ratio) |
c. | Price(s) and volume(s) |
Price(s) Volume(s)
- 1,510 ADS’s issued upon conversion of 18,120 Ordinary shares |
d. |
Aggregated information
• Aggregated volume
• Price
|
n/a
|
e. | Date of the transaction | 11 September 2017 |
f. | Place of the transaction | New York |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a. |
Description of the
Financial instrument, type of instrument
Identification code
|
American Depositary Shares
ISIN: 36197T1034
|
b. | Nature of the transaction | Sale of American Depositary shares |
c. | Price(s) and volume(s) |
Price(s) Volume(s)
$108.43 1,510 ADS’s sold to cover taxes due on option exercise |
d. |
Aggregated information
•Aggregated volume
•Price
|
n/a
|
e. | Date of the transaction | 11 September 2017 |
f. | Place of the transaction | Nasdaq, New York |
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a. |
Description of the
Financial instrument, type of instrument
Identification code
|
Ordinary Share and Restricted American Depositary Shares
Ordinary Shares: ISIN: GB0030544687
Restricted American Depositary shares: ISIN: US36197T1372
|
b. | Nature of the transaction | Conversion of 19,896 Ordinary Shares arising from option exercise into 1,658 Restricted American Depositary shares (12 to 1 Conversion ratio), increasing Julian Gangolli’s closing shareholding to 2,241 Restricted ADSs. |
c. | Price(s) and volume(s) |
Price(s) Volume(s)
- 1,658 Restricted ADSs issued upon conversion of 19,896 Ordinary Shares being retained |
d. |
Aggregated information
•Aggregated volume
•Price
|
n/a
|
e. | Date of the transaction | 11 September 2017 |
f. | Place of the transaction | Nasdaq, New York |