Rishi Gupta - Dec 22, 2022 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role
Director
Signature
/s/ Rishi Gupta
Stock symbol
VRNA
Transactions as of
Dec 22, 2022
Transactions value $
-$136,000,855
Form type
4
Date filed
12/27/2022, 04:32 PM
Previous filing
Apr 29, 2022
Next filing
Feb 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNA Ordinary Shares Sale -$71.3M -3.28M -8.17% $21.71 36.9M Dec 22, 2022 See footnotes F1, F2, F7, F8
transaction VRNA Ordinary Shares Sale -$15.1M -685K -1.85% $22.07 36.3M Dec 22, 2022 See footnotes F1, F3, F7, F8
transaction VRNA Ordinary Shares Sale -$21.4M -961K -2.65% $22.27 35.3M Dec 23, 2022 See footnotes F1, F4, F7, F8
transaction VRNA Ordinary Shares Sale -$25.9M -1.12M -3.16% $23.23 34.2M Dec 23, 2022 See footnotes F1, F5, F7, F8
transaction VRNA Ordinary Shares Sale -$2.24M -93K -0.27% $24.11 34.1M Dec 23, 2022 See footnotes F1, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of American Depository Shares ("ADSs") held of record by OrbiMed Private Investments VI, LP ("OPI VI"). Each ADS represents eight Ordinary Shares of the Issuer.
F2 Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $21.00 to a high of $21.99 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
F3 Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $22.00 to a high of $22.26 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
F4 Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $21.89 to a high of $22.87 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
F5 Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $22.89 to a high of $23.88 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
F6 Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $23.90 to a high of $24.35 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
F7 These securities are held of record by OPI VI. OrbiMed Capital GP VI LLC ("OrbiMed GP") is the general partner of OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. The Reporting Person is an employee of OrbiMed Advisors. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.
F8 Each of the Reporting Person, OrbiMed Advisors, and OrbiMed GP disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.