Justin D. Gover - May 5, 2021 Form 4 Insider Report for GW PHARMACEUTICALS PLC (GWPH)

Role
Chief Executive Officer, Director
Signature
/s/ Justin D. Gover
Stock symbol
GWPH
Transactions as of
May 5, 2021
Transactions value $
$0
Form type
4
Date filed
5/7/2021, 04:15 PM
Next filing
Aug 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWPH Ordinary Shares Disposed to Issuer -223K -100% 0 May 5, 2021 Direct F1, F2
transaction GWPH Ordinary Shares Disposed to Issuer -456K -100% 0 May 5, 2021 By Justin D. Gover 2020 Irrevocable Trust dated December 14, 2020 F1, F2
transaction GWPH Ordinary Shares Disposed to Issuer -1.87M -100% 0 May 5, 2021 By the Gover Family Investment LLP F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GWPH Share Options Disposed to Issuer -17.5K -100% 0 May 5, 2021 Ordinary Shares 17.5K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -75.9K -100% 0 May 5, 2021 Ordinary Shares 75.9K $10.61 Direct F3
transaction GWPH Share Options Disposed to Issuer -213K -100% 0 May 5, 2021 Ordinary Shares 213K $3.72 Direct F3
transaction GWPH Share Options Disposed to Issuer -142K -100% 0 May 5, 2021 Ordinary Shares 142K $9.81 Direct F3
transaction GWPH Share Options Disposed to Issuer -148K -100% 0 May 5, 2021 Ordinary Shares 148K $9.61 Direct F3
transaction GWPH Share Options Disposed to Issuer -119K -100% 0 May 5, 2021 Ordinary Shares 119K $14.33 Direct F3
transaction GWPH Share Options Disposed to Issuer -30.9K -100% 0 May 5, 2021 Ordinary Shares 30.9K $14.65 Direct F3
transaction GWPH Share Options Disposed to Issuer -22.4K -100% 0 May 5, 2021 Ordinary Shares 22.4K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -34K -100% 0 May 5, 2021 Ordinary Shares 34K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -227K -100% 0 May 5, 2021 Ordinary Shares 227K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -12.5K -100% 0 May 5, 2021 Ordinary Shares 12.5K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -55.5K -100% 0 May 5, 2021 Ordinary Shares 55.5K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -288K -100% 0 May 5, 2021 Ordinary Shares 288K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -480K -100% 0 May 5, 2021 Ordinary Shares 480K $0.00 Direct F3, F5
transaction GWPH Share Options Disposed to Issuer -164K -100% 0 May 5, 2021 Ordinary Shares 164K $0.00 Direct F4, F5
transaction GWPH Share Options Disposed to Issuer -263K -100% 0 May 5, 2021 Ordinary Shares 263K $0.00 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Justin D. Gover is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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).
F2 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.
F3 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.
F4 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.
F5 These stock options were granted with automatic vesting on exercisable date.