Kathleen A. Rickard - Nov 1, 2023 Form 4 Insider Report for Verona Pharma plc (VRNA)

Signature
/s/ Claire Poll, Attorney-in-fact for Kathleen A. Rickard
Stock symbol
VRNA
Transactions as of
Nov 1, 2023
Transactions value $
-$414,718
Form type
4
Date filed
11/3/2023, 08:11 PM
Previous filing
Oct 24, 2023
Next filing
Feb 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNA Ordinary Shares Tax liability -$302K -173K -5.63% $1.74* 2.9M Nov 1, 2023 Direct F1, F2, F3
transaction VRNA Ordinary Shares Sale -$113K -58.8K -2.03% $1.92* 2.84M Nov 3, 2023 Direct F1, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer.
F2 Represents the number of Ordinary Shares withheld to satisfy the tax withholding obligation in connection with the vesting of certain previously reported Restricted Share Units.
F3 The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on October 31, 2023 divided by eight (8).
F4 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted on February 17, 2023.
F5 The price reported represents a weighted average sale price of the ADSs divided by eight (8). These shares were sold in multiple transactions at prices ranging from $1.88 to $1.94, inclusive. The Reporting Person undertakes to provide to the issuer, any securityholder 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 range set forth in this footnote.
F6 Consists of (i) 1,360,096 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which are represented by 170,012 ADSs); and (ii) 1,480,544 Ordinary Shares underlying 185,068 ADSs.