Kathleen A. Rickard - 07 Aug 2024 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role: Chief Medical Officer
Signature: /s/ Andrew Fisher, Attorney-in-fact for Kathleen A. Rickard
Issuer symbol: VRNA
Transactions as of: 07 Aug 2024
Net transactions value: -$308,768
Form type: 4
Filing time: 01 May 2025, 20:56:47 UTC
Previous filing: 05 Aug 2024
Next filing: 01 Nov 2024
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	+86,064	+3.3%	$0.000000	2,695,040	29 Apr 2025	Direct	F1
transaction	VRNA	Ordinary Shares	Sale	$308,768	-34,384	-1.3%	$8.98	2,660,656	29 Apr 2025	Direct	F1, F2, F3, F4

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	VRNA	Restricted Share Units	Award	$0	+300,000		$0.000000	300,000	07 Aug 2024	Ordinary Shares	300,000	Direct	F1, F5, F6
transaction	VRNA	Restricted Share Units	Award	$0	+253,120		$0.000000	253,120	29 Apr 2025	Ordinary Shares	253,120	Direct	F1, F5, F7
transaction	VRNA	Restricted Share Units	Options Exercise	$0	-86,064	-34%	$0.000000	167,056	29 Apr 2025	Ordinary Shares	86,064	Direct	F1, F5, F7

* 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	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 instruction entered into on May 14, 2021 solely with the intent to cover taxes in connection with the vesting of Restricted Share Units.
F3	The price reported represents the sale price of the ADSs divided by eight (8).
F4	Consists of (i) 722,488 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 90,311 ADSs); and (ii) 1,938,168 Ordinary Shares underlying 242,271 ADSs.
F5	Represents an award of performance-based Restricted Share Units ("RSUs") covering American Depositary Shares ("ADSs"), which is presented in terms of the equivalent number of Ordinary Shares underlying the ADSs. Each RSU represents a contingent right to receive one (1) ADS of the Issuer. Each ADS represents eight (8) Ordinary Shares of the Issuer. The RSUs have no expiration date.
F6	The RSUs were earned upon the satisfaction of the performance condition in connection with the Issuer's first commercial sale of ensifentrine. Following the satisfaction of the performance condition, the RSUs vest in equal quarterly installments on each of May 1, 2025, August 1, 2025, November 1, 2025, February 1, 2026, May 1, 2026 and August 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.
F7	The RSUs were earned upon the determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q1 2025 had been achieved. The RSUs vested as to 34% of the total shares on the Determination Date, and vest as to the remainder of the shares in equal quarterly installments over a two year period on each of August 1, November 1, February 1 and May 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.