SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gover Justin D.

(Last)

(First)

(Middle)

SOVEREIGN HOUSE, VISION PARK, HISTON

(Street)

CAMBRIDGE

CB24 9BZ

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018

3. Issuer Name and Ticker or Trading Symbol
GW PHARMACEUTICALS PLC [ GWPH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	370,445	D
Ordinary Shares⁽¹⁾	2,143,314	I	By The Gover Family Investment LLP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options⁽²⁾	06/24/2019	12/24/2019	Ordinary Shares	10,679	$0.0013⁽⁵⁾	D
Stock Options⁽³⁾	⁽³⁾	12/24/2018	Ordinary Shares	45,249	$0.0013⁽⁵⁾	D
Stock Options⁽³⁾	⁽³⁾	06/24/2025	Ordinary Shares	75,874	$8.7364⁽⁵⁾	D
Stock Options⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	91,002	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	02/15/2019	03/15/2020	Ordinary Shares	404,455	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	02/15/2019	02/15/2026	Ordinary Shares	213,245	$3.3461⁽⁵⁾	D
Stock Options⁽²⁾	01/06/2018	03/15/2019	Ordinary Shares	17,517	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	01/06/2019	03/15/2020	Ordinary Shares	17,517	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	01/06/2020	03/15/2021	Ordinary Shares	17,517	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	01/06/2021	03/15/2022	Ordinary Shares	17,517	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	01/06/2020	03/15/2021	Ordinary Shares	233,568	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾⁽⁶⁾	01/06/2020	01/06/2027	Ordinary Shares	142,344	$9.8117	D
Stock Options⁽²⁾	02/26/2019	03/15/2020	Ordinary Shares	22,440	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	02/26/2020	03/15/2021	Ordinary Shares	22,440	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	02/26/2021	03/15/2022	Ordinary Shares	22,440	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	02/26/2022	03/15/2023	Ordinary Shares	22,440	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾	02/26/2021	03/15/2022	Ordinary Shares	299,196	$0.0013⁽⁵⁾	D
Stock Options⁽²⁾⁽⁶⁾	02/26/2021	02/26/2028	Ordinary Shares	147,624	$9.6092	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or for any other purpose. 2,143,308 of these ordinary shares are represented by American Depositary Shares of the Issuer ("ADS"). Each ADS represents twelve ordinary shares of the Issuer.

2. Granted pursuant to the Issuer's Long-Term Incentive Plan.

3. Granted pursuant to the Issuer's Long-Term Incentive Plan and fully vested.

4. Granted pursuant to the Issuer's Long-Term Incentive Plan, of which 30,334 shares vest on February 15, 2018, 2019 and 2020, respectively, and will expire 13 months after vesting date.

5. Converted from British Pounds Sterling to U.S. Dollars using currency ratio of 1.00 British Pound Sterling = 1.302 U.S. Dollars as of September 28, 2018.

6. The reported options are options to purchase ADSs.

Remarks:

	/s/ Justin D. Gover	10/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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