Key facts
- This page summarizes Justin D. Gover's Form 4 filing for GW PHARMACEUTICALS PLC.
- 19 reported transactions and 16 derivative rows are listed below.
- Accepted by SEC: 07 May 2021, 16:15.
Justin D. Gover - 05 May 2021 Form 4 Insider Report for GW PHARMACEUTICALS PLC
- Reporting relationship
- Chief Executive Officer, Director
- Issuer ticker
- N/A
- Reported as of
- 05 May 2021
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 07 May 2021, 16:15:42 UTC
- Next SEC filing
- 10 Aug 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Justin D. Gover
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Justin D. Gover filed Form 4 for GW PHARMACEUTICALS PLC on 07 May 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: $0.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
GWPH
transaction
Ordinary Shares
Disposed to Issuer
- Transaction value
- Shares
- -222,773
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Footnotes
- F1, F2
GWPH
transaction
Ordinary Shares
Disposed to Issuer
- Transaction value
- Shares
- -456,048
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- By Justin D. Gover 2020 Irrevocable Trust dated December 14, 2020
- Footnotes
- F1, F2
GWPH
transaction
Ordinary Shares
Disposed to Issuer
- Transaction value
- Shares
- -1,867,308
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- By the Gover Family Investment LLP
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -17,508
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 17,508
- Exercise price
- $0.001700
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -75,864
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 75,864
- Exercise price
- $10.60
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -213,240
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 213,240
- Exercise price
- $3.72
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -142,344
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 142,344
- Exercise price
- $9.81
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -147,624
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 147,624
- Exercise price
- $9.61
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -119,472
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 119,472
- Exercise price
- $14.33
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -30,936
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 30,936
- Exercise price
- $14.64
- Footnotes
- F3
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -22,440
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 22,440
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -34,008
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 34,008
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -226,752
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 226,752
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -12,492
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 12,492
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -55,488
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 55,488
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -287,904
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 287,904
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -479,844
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 479,844
- Exercise price
- $0.001700
- Footnotes
- F3, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -164,496
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 164,496
- Exercise price
- $0.001700
- Footnotes
- F4, F5
GWPH
transaction
Derivative
Share Options
Disposed to Issuer
- Transaction value
- Shares
- -263,184
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 05 May 2021
- Ownership
- Direct
- Underlying class
- Ordinary Shares
- Underlying amount
- 263,184
- Exercise price
- $0.001700
- Footnotes
- F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Justin D. Gover is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote 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).
Footnote 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.
Footnote 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.
Footnote 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.
Footnote F5
These stock options were granted with automatic vesting on exercisable date.