Gover Justin D. 4

Accession 0000899243-21-018659

CIK 0001351288other

View on SEC.gov Company Profile

Filed

May 6, 8:00 PM ET

Accepted

May 7, 4:15 PM ET

Size

45.1 KB

Accession

0000899243-21-018659

Insider Transaction Report

Form 4

Period: 2021-05-05

GW PHARMACEUTICALS PLCGWPH

Gover Justin D.

DirectorChief Executive Officer

Transactions

Disposition to Issuer
Share Options
2021-05-05−12,492→ 0 total
Exercise: $0.00→ Ordinary Shares (12,492 underlying)
Disposition to Issuer
Share Options
2021-05-05−263,184→ 0 total
Exercise: $0.00→ Ordinary Shares (263,184 underlying)
Disposition to Issuer
Share Options
2021-05-05−34,008→ 0 total
Exercise: $0.00→ Ordinary Shares (34,008 underlying)
Disposition to Issuer
Share Options
2021-05-05−55,488→ 0 total
Exercise: $0.00→ Ordinary Shares (55,488 underlying)
Disposition to Issuer
Share Options
2021-05-05−287,904→ 0 total
Exercise: $0.00→ Ordinary Shares (287,904 underlying)
Disposition to Issuer
Ordinary Shares
2021-05-05−222,773→ 0 total
Disposition to Issuer
Ordinary Shares
2021-05-05−456,048→ 0 total(indirect: By Trust)
Disposition to Issuer
Share Options
2021-05-05−213,240→ 0 total
Exercise: $3.72Exp: 2026-02-15→ Ordinary Shares (213,240 underlying)
Disposition to Issuer
Share Options
2021-05-05−22,440→ 0 total
Exercise: $0.00→ Ordinary Shares (22,440 underlying)
Disposition to Issuer
Share Options
2021-05-05−164,496→ 0 total
Exercise: $0.00→ Ordinary Shares (164,496 underlying)
Disposition to Issuer
Share Options
2021-05-05−226,752→ 0 total
Exercise: $0.00→ Ordinary Shares (226,752 underlying)
Disposition to Issuer
Ordinary Shares
2021-05-05−1,867,308→ 0 total(indirect: By the Gover Family Investment LLP)
Disposition to Issuer
Share Options
2021-05-05−17,508→ 0 total
Exercise: $0.00Exp: 2022-03-15→ Ordinary Shares (17,508 underlying)
Disposition to Issuer
Share Options
2021-05-05−75,864→ 0 total
Exercise: $10.61Exp: 2025-06-24→ Ordinary Shares (75,864 underlying)
Disposition to Issuer
Share Options
2021-05-05−142,344→ 0 total
Exercise: $9.81Exp: 2027-01-06→ Ordinary Shares (142,344 underlying)
Disposition to Issuer
Share Options
2021-05-05−147,624→ 0 total
Exercise: $9.61Exp: 2028-02-26→ Ordinary Shares (147,624 underlying)
Disposition to Issuer
Share Options
2021-05-05−119,472→ 0 total
Exercise: $14.33Exp: 2029-03-01→ Ordinary Shares (119,472 underlying)
Disposition to Issuer
Share Options
2021-05-05−30,936→ 0 total
Exercise: $14.64Exp: 2029-06-14→ Ordinary Shares (30,936 underlying)
Disposition to Issuer
Share Options
2021-05-05−479,844→ 0 total
Exercise: $0.00→ Ordinary Shares (479,844 underlying)

Footnotes (5)

[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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

GW PHARMACEUTICALS PLC

CIK 0001351288

→

Entity typeother

Related Parties

filerCIK 0001754129

Filing Metadata

Form type: 4
Filed: May 6, 8:00 PM ET
Accepted: May 7, 4:15 PM ET
Size: 45.1 KB

View on SEC.gov