Darren S. Cline - 05 May 2021 Form 4 Insider Report for GW PHARMACEUTICALS PLC

Reporting relationship: U.S. Chief Commercial Officer
Issuer ticker: N/A
Reported as of: 05 May 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 07 May 2021, 16:21:57 UTC
Next SEC filing: 07 Oct 2021
Source filing: View source filing
Reporting owner signature: /s/ Darren S. Cline

Key filing fact

Darren S. Cline filed Form 4 for GW PHARMACEUTICALS PLC on 07 May 2021.

Key facts

This page summarizes Darren S. Cline's Form 4 filing for GW PHARMACEUTICALS PLC.
8 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 07 May 2021, 16:21.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

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: -5,556
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
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: -54,192
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 54,192
Exercise price: $15.30
Footnotes: F3

GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares: -22,068
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 22,068
Exercise price: $0.001700
Footnotes: F3, F5

GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares: -98,040
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 98,040
Exercise price: $0.001700
Footnotes: F3, F5

GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares: -106,320
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 106,320
Exercise price: $0.001700
Footnotes: F3, F5

GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares: -177,180
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 177,180
Exercise price: $0.001700
Footnotes: F3, F5

GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares: -46,896
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 46,896
Exercise price: $0.001700
Footnotes: F4, F5

GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares: -75,024
Change %: -100%
Price
Shares after: 0
Date: 05 May 2021
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 75,024
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

Darren S. Cline 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.