Statement of Changes in Beneficial Ownership (4)
May 07 2021 - 3:16PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Gover Justin D. |
2. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC
[
GWPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer |
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(Last)
(First)
(Middle)
SOVEREIGN HOUSE, VISION PARK, HISTON |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/5/2021 |
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(Street)
CAMBRIDGE, X0 CB24 9BZ
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Ordinary Shares | 5/5/2021 | | D | | 222773 | D | (1)(2) | 0 | D | |
| Ordinary Shares | 5/5/2021 | | D | | 456048 | D | (1)(2) | 0 | I | By Justin D. Gover 2020 Irrevocable Trust dated December 14, 2020 |
| Ordinary Shares | 5/5/2021 | | D | | 1867308 | D | (1)(2) | 0 | I | By the Gover Family Investment LLP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 17508 | (3) | 3/15/2022 | Ordinary Shares | 17508 | (3) | 0 | D | |
| Share Options | $10.605 | 5/5/2021 | | D | | | 75864 | (3) | 6/24/2025 | Ordinary Shares | 75864 | (3) | 0 | D | |
| Share Options | $3.72 | 5/5/2021 | | D | | | 213240 | (3) | 2/15/2026 | Ordinary Shares | 213240 | (3) | 0 | D | |
| Share Options | $9.8117 | 5/5/2021 | | D | | | 142344 | (3) | 1/6/2027 | Ordinary Shares | 142344 | (3) | 0 | D | |
| Share Options | $9.6092 | 5/5/2021 | | D | | | 147624 | (3) | 2/26/2028 | Ordinary Shares | 147624 | (3) | 0 | D | |
| Share Options | $14.3342 | 5/5/2021 | | D | | | 119472 | (3) | 3/1/2029 | Ordinary Shares | 119472 | (3) | 0 | D | |
| Share Options | $14.645 | 5/5/2021 | | D | | | 30936 | (3) | 6/14/2029 | Ordinary Shares | 30936 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 22440 | (3) | (5) | Ordinary Shares | 22440 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 34008 | (3) | (5) | Ordinary Shares | 34008 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 226752 | (3) | (5) | Ordinary Shares | 226752 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 12492 | (3) | (5) | Ordinary Shares | 12492 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 55488 | (3) | (5) | Ordinary Shares | 55488 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 287904 | (3) | (5) | Ordinary Shares | 287904 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 479844 | (3) | (5) | Ordinary Shares | 479844 | (3) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 164496 | (4) | (5) | Ordinary Shares | 164496 | (4) | 0 | D | |
| Share Options | $0.0017 | 5/5/2021 | | D | | | 263184 | (4) | (5) | Ordinary Shares | 263184 | (4) | 0 | D | |
| Explanation of Responses: |
| (1) | 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). |
| (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. |
| (3) | 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. |
| (4) | 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. |
| (5) | These stock options were granted with automatic vesting on exercisable date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Gover Justin D.
SOVEREIGN HOUSE, VISION PARK, HISTON
CAMBRIDGE, X0 CB24 9BZ | X |
| Chief Executive Officer |
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Signatures
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| /s/ Justin D. Gover | | 5/7/2021 |
| **Signature of Reporting Person | Date |
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