Geoffrey W. Guy - May 5, 2021 Form 4 Insider Report for GW PHARMACEUTICALS PLC (GWPH)

Role
Executive Chairman, Director
Signature
/s/ Dr. Geoffrey W. Guy
Stock symbol
GWPH
Transactions as of
May 5, 2021
Transactions value $
$0
Form type
4
Date filed
5/7/2021, 04:15 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GWPH Ordinary Shares Disposed to Issuer -4.78M -100% 0 May 5, 2021 Direct F1, F2
transaction GWPH Ordinary Shares Disposed to Issuer -25K -100% 0 May 5, 2021 By wife F1, F2
transaction GWPH Ordinary Shares Disposed to Issuer -104K -100% 0 May 5, 2021 By personal pension plan 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 -139K -100% 0 May 5, 2021 Ordinary Shares 139K $8.38 Direct F3
transaction GWPH Share Options Disposed to Issuer -15.3K -100% 0 May 5, 2021 Ordinary Shares 15.3K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -107K -100% 0 May 5, 2021 Ordinary Shares 107K $9.61 Direct F3
transaction GWPH Share Options Disposed to Issuer -218K -100% 0 May 5, 2021 Ordinary Shares 218K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -32.6K -100% 0 May 5, 2021 Ordinary Shares 32.6K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -75.3K -100% 0 May 5, 2021 Ordinary Shares 75.3K $14.33 Direct F3
transaction GWPH Share Options Disposed to Issuer -143K -100% 0 May 5, 2021 Ordinary Shares 143K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -32.1K -100% 0 May 5, 2021 Ordinary Shares 32.1K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -234K -100% 0 May 5, 2021 Ordinary Shares 234K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -140K -100% 0 May 5, 2021 Ordinary Shares 140K $0.00 Direct F3
transaction GWPH Share Options Disposed to Issuer -132K -100% 0 May 5, 2021 Ordinary Shares 132K $0.00 Direct F4
transaction GWPH Share Options Disposed to Issuer -82.3K -100% 0 May 5, 2021 Ordinary Shares 82.3K $0.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Geoffrey W. Guy 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.