Douglas B. Snyder - 05 May 2021 Form 4 Insider Report for GW PHARMACEUTICALS PLC

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
07 May 2021, 16:15:52 UTC
Next SEC filing
27 Sep 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Douglas B. Snyder

Key filing fact

Douglas B. Snyder filed Form 4 for GW PHARMACEUTICALS PLC on 07 May 2021.

Key facts

  • This page summarizes Douglas B. Snyder's Form 4 filing for GW PHARMACEUTICALS PLC.
  • 12 reported transactions and 11 derivative rows are listed below.
  • Accepted by SEC: 07 May 2021, 16:15.

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
-61,848
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
-82,956
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
82,956
Exercise price
$8.38
Footnotes
F3
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-63,252
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
63,252
Exercise price
$9.61
Footnotes
F3
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-46,644
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
46,644
Exercise price
$14.33
Footnotes
F3
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-9,180
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
9,180
Exercise price
$0.001700
Footnotes
F3, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-9,612
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
9,612
Exercise price
$0.001700
Footnotes
F3, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-88,524
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
88,524
Exercise price
$0.001700
Footnotes
F3, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-13,272
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
13,272
Exercise price
$0.001700
Footnotes
F3, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-149,856
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
149,856
Exercise price
$0.001700
Footnotes
F3, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-89,952
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
89,952
Exercise price
$0.001700
Footnotes
F3, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-45,360
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
45,360
Exercise price
$0.001700
Footnotes
F4, F5
GWPH transaction Derivative

Share Options

Disposed to Issuer

Transaction value
Shares
-72,528
Change %
-100%
Price
Shares after
0
Date
05 May 2021
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
72,528
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

Douglas B. Snyder 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.

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