SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

George Adam D.

(Last)

(First)

(Middle)

SOVEREIGN HOUSE, VISION PARK, HISTON

(Street)

CAMBRIDGE

CB24 9BZ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC [ GWPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	01/21/2021		M⁽¹⁾		24,588	A	$9.61	34,588	D
Ordinary Shares	01/21/2021		S⁽²⁾		23,388⁽³⁾	D	$11.69⁽⁴⁾	11,200	D
Ordinary Shares	01/21/2021		S⁽²⁾		1,200⁽³⁾	D	$11.76⁽⁵⁾	10,000	D
Ordinary Shares	01/22/2021		M⁽¹⁾		14,700	A	$9.61	24,700	D
Ordinary Shares	01/22/2021		S⁽²⁾		14,700⁽³⁾	D	$11.69⁽⁶⁾	10,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Options	$9.61	01/21/2021		M⁽¹⁾			24,588	12/31/2020⁽⁷⁾	02/26/2028	Ordinary Shares	24,588	$0.00	14,700	D
Share Options	$9.61	01/22/2021		M⁽¹⁾			14,700	12/31/2020⁽⁷⁾	02/26/2028	Ordinary Shares	14,700	$0.00	0	D

Explanation of Responses:

1. Exercise of share options. Following the exercise, these shares were converted into American Depositary Shares of ("ADS") of the Issuer. Each ADS represents twelve ordinary shares of the Issuer.

2. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 14, 2020.

3. Represented by ADSs.

4. Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($140.32 per ADS). These shares were sold in multiple transactions at prices ranging from $140.00 per ADS (or $11.67 per ordinary share) to $140.94 per ADS (or $11.75 per ordinary share), inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

5. Converted from price per ADS.

6. Converted from price per ADS. The price reported in Column 4 is a weighted average price per ordinary share ($140.33 per ADS). These shares were sold in multiple transactions at prices ranging from $140.00 per ADS (or $11.67 per ordinary share) to $140.70 per ADS (or $11.73 per ordinary share), inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

7. Accelerated due to retirement of the reporting person.

Remarks:

Effective December 31, 2020, the Reporting Person is no longer an officer of the Issuer.

	/s/ Adam D. George	01/25/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4: D. Adam George exercised 39,288 units of Ordinary Shares at a strike of $9.61 and sold $460,193 worth of Ordinary Shares (39,288 units at $11.71)