Form 6-K

Securities and Exchange Commission

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For March 13, 2007

Gallaher Group Plc

(Translation of registrant’s name into English)

Members Hill
Brooklands Road
Weybridge
Surrey KT13 0QU
England
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F þ     Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in the Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o     No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).

82                     

 

 

Shares Sold

On Monday 12 March 2007, Nigel Dunlop, a Director, informed Gallaher Group Plc that on that day a connected person had sold 3,506 ordinary 10p shares in the Company, on the London Stock Exchange at a price of £11.305.

Following this sale, and taking into account the vesting of the 2004-2006 Long Term Incentive Plans shown below, Mr Dunlop has a beneficial interest in 85,891 ordinary 10p shares in the Company.

On Monday 12 March 2007, Jon Moxon, a Person Discharging Managerial Responsibility, informed Gallaher Group Plc that on 9 March 2007 a connected person had sold 180 ordinary 10p shares in the Company, on the London Stock Exchange at a price of £11.295.

Vesting of 2004-2006 Long Term Incentive Plans

The Company has been notified that contingent awards under the company’s two long-term incentive plans have vested as below. Where the number of shares sold to settle income tax and national or social insurance is zero, the individual elected to settle their liability by cash. The awards vested on 9 March 2007.

		Shares Vesting
														Shares Sold
		Performance				Deferred								to settle Tax				Shares
		Share Plan				Bonus Plan				Total				and NIC				Retained
Directors
Nigel Dunlop			36,838				10,957				47,795				(19,597	)			28,198
Neil England		see below					14,244				14,244				(5,841	)			8,403
Stewart Hainsworth		see below					5,351				5,351				0				5,351
Nigel Northridge			87,072				29,157				116,229				(47,655	)			68,574
Mark Rolfe			53,583				16,217				69,800				(28,619	)			41,181
Persons Discharging Managerial Responsibility
Claire Jenkins			12,044				4,287				16,331				(6,697	)			9,634
Barry Jenner			16,237				5,933				22,170				(9,091	)			13,079
Tom Keevil			36,838				4,929				41,767				(17,125	)			24,642
Jon Moxon			14,274				4,973				19,247				(7,892	)			11,355
Eddy Pirard			13,828				4,885				18,713				(7,678	)			11,035
Suhail Saad			15,033				4,734				19,767				0				19,767
Yann Tardif			14,720				5,316				20,036				(9,027	)			11,009

Each of Messrs England and Hainsworth have elected, in accordance with the Performance Share Plan rules, to receive an option certificate allowing them to acquire the vested shares at any time within seven years from 8 March 2007. The number of shares under option are:

Neil England                 46,215 shares
Stewart Hainsworth       17,843 shares

REPORT OF FOREIGN PRIVATE ISSUER
Securities and Exchange Commission

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.