Mark Hahn - Oct 30, 2024 Form 4 Insider Report for Verona Pharma plc (VRNA)

Signature
/s/ Andrew Fisher, Attorney-in-Fact for Mark Hahn
Stock symbol
VRNA
Transactions as of
Oct 30, 2024
Transactions value $
-$1,043,132
Form type
4
Date filed
11/1/2024, 07:14 PM
Previous filing
Oct 25, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNA Ordinary Shares Award $0 +800K +5.85% $0.00 14.5M Oct 30, 2024 Direct F1, F2
transaction VRNA Ordinary Shares Award $0 +200K +1.38% $0.00 14.7M Nov 1, 2024 Direct F1, F3
transaction VRNA Ordinary Shares Tax liability -$1.04M -246K -1.68% $4.24 14.4M Nov 1, 2024 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 an award of Restricted Share Units ("RSUs"), each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer. The RSUs vest over four years, with 1/4th of the RSUs vesting on November 1, 2025 and the balance vesting in 12 equal quarterly installments thereafter.
F3 Represents an award of Ordinary Shares upon vesting of Performance Restricted Share Units in connection with the Issuer's first commercial sale of ensifentrine.
F4 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 and the vesting of the Performance Restricted Share Units described in footnote 3 above.
F5 The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on October 31, 2024 divided by eight (8).
F6 Consists of (i) 3,000,000 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 375,000 ADSs); and (ii) 11,423,408 Ordinary Shares underlying 1,427,926 ADSs.