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 November, 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 November 1, 2017, Dr. Geoffrey Guy, Chairman of GW Pharmaceuticals plc (the “Company”) and Justin Gover, the Company’s Chief Executive Officer sold American Depositary Shares under their respective Rule 10b5-1 plans. Details of the sales (“Transaction Details”) are set forth in Exhibit 99.1 hereto and are incorporated by reference herein. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth by specific reference in such a filing.
Exhibits
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: November 3, 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 | Justin Gover |
2. | Reason for the notification | |
a. | Position/status | Chief Executive Officer |
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
|
American Depositary Shares
ISIN: 36197T1034
|
b. | Nature of the transaction | Exercise of Long Term Incentive Plan options and sale of resulting American Depositary Shares an accordance with 10b5.1 plan dated 30 August 2017 |
c. | Price(s) and volume(s) | Price(s) $107.89 Volume(s) 889 ADS’s sold |
d. |
Aggregated information
·Aggregated volume
·Price
|
n/a
|
e. | Date of the transaction | November 1, 2017 |
f. | Place of the transaction | Nasdaq, New York |
1. | Details of the person discharging managerial responsibilities / person closely associated | |
a. | Name | Dr Geoffrey Guy |
2. | Reason for the notification | |
a. | Position/status | Chairman |
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
|
American Depositary Shares
ISIN: 36197T1034
|
b. | Nature of the transaction | Exercise of Long Term Incentive Plan options and sale of resulting American Depositary Shares an accordance with 10b5.1 plan dated 2 October 2017 |
c. | Price(s) and volume(s) | Price(s) $109.53 Volume(s) 10,671 ADS’s sold |
d. |
Aggregated information
·Aggregated volume
·Price
|
n/a
|
e. | Date of the transaction | November 1, 2017 |
f. | Place of the transaction | Nasdaq, New York |