Claire Poll - Jan 20, 2023 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role
General Counsel
Signature
/s/ Claire Poll
Stock symbol
VRNA
Transactions as of
Jan 20, 2023
Transactions value $
-$394,273
Form type
4
Date filed
2/3/2023, 05:15 PM
Previous filing
Sep 28, 2022
Next filing
May 11, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNA Ordinary Shares Options Exercise $0 +179K +8.8% $0.00 2.21M Jan 20, 2023 Direct F1
transaction VRNA Ordinary Shares Gift $0 -152K -6.87% $0.00 2.06M Feb 1, 2023 Direct F1, F2
transaction VRNA Ordinary Shares Gift $0 +152K +19.63% $0.00 926K Feb 1, 2023 By Trust F1, F3
transaction VRNA Ordinary Shares Sale -$394K -152K -16.41% $2.59* 774K Feb 1, 2023 By Trust F1, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VRNA Restricted Share Units Options Exercise $0 -86.3K -100% $0.00* 0 Jan 20, 2023 Ordinary Shares 86.3K Direct F6
transaction VRNA Restricted Share Units Options Exercise $0 -34.2K -100% $0.00* 0 Jan 20, 2023 Ordinary Shares 34.2K Direct F6
transaction VRNA Restricted Share Units Options Exercise $0 -58.3K -87.5% $0.00 8.33K Jan 20, 2023 Ordinary Shares 58.3K Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reported securities are represented by American Depositary Shares ("ADSs") (unless otherwise indicated), each of which represents eight (8) Ordinary Shares of the Issuer.
F2 Consists of (i) 1,820,000 Ordinary Shares underlying Restricted Share Units (each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer) (which may be represented by 227,500 ADSs); (ii) 239,432 Ordinary Shares underlying 29,929 ADSs; and (iii) 7 Ordinary Shares.
F3 Held by a family trust of which (a) the Reporting Person and spouse are trustees and (b) the Reporting Person and members of her immediate family are the sole beneficiaries of the trust.
F4 The sales reported in the Form 4 were effected solely with the intent to cover taxes in connection with the vesting of certain previously reported Restricted Share Units.
F5 The price reported represents the weighted average sale price of the ADSs divided by eight (8). These shares were sold in multiple transactions at prices ranging from $2.575 to $2.6138, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F6 Each Restricted Share Unit represents a contingent right to receive one (1) Ordinary Share of the Issuer (which may be represented by ADSs, each of which represents eight (8) Ordinary Shares of the Issuer) subject to certain time- and performance-based vesting criteria.