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

Role: General Counsel
Signature: /s/ Claire Poll
Issuer symbol: VRNA
Transactions as of: 20 Jan 2023
Net transactions value: -$394,273
Form type: 4
Filing time: 03 Feb 2023, 17:15:45 UTC
Previous filing: 28 Sep 2022
Next filing: 11 May 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRNA	Ordinary Shares	Options Exercise	$0	+178,800	+8.8%	$0.000000	2,211,439	20 Jan 2023	Direct	F1
transaction	VRNA	Ordinary Shares	Gift	$0	-152,000	-6.9%	$0.000000	2,059,439	01 Feb 2023	Direct	F1, F2
transaction	VRNA	Ordinary Shares	Gift	$0	+152,000	+20%	$0.000000	926,256	01 Feb 2023	By Trust	F1, F3
transaction	VRNA	Ordinary Shares	Sale	$394,273	-152,000	-16%	$2.59^*	774,256	01 Feb 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	-86,272	-100%	$0.000000^*	0	20 Jan 2023	Ordinary Shares	86,272		Direct	F6
transaction	VRNA	Restricted Share Units	Options Exercise	$0	-34,248	-100%	$0.000000^*	0	20 Jan 2023	Ordinary Shares	34,248		Direct	F6
transaction	VRNA	Restricted Share Units	Options Exercise	$0	-58,280	-87%	$0.000000	8,328	20 Jan 2023	Ordinary Shares	58,280		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.