Mark W. Hahn - May 1, 2025 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role
Chief Financial Officer
Signature
/s/ Andrew Fisher, Attorney-in-fact for Mark Hahn
Stock symbol
VRNA
Transactions as of
May 1, 2025
Transactions value $
-$5,311,479
Form type
4
Date filed
5/5/2025, 04:31 PM
Previous filing
Feb 4, 2025
Next filing
May 29, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Hahn Mark W Chief Financial Officer 3 MORE LONDON RIVERSIDE, LONDON, UNITED KINGDOM /s/ Andrew Fisher, Attorney-in-fact for Mark Hahn 2025-05-05 0001408502

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRNA Ordinary Shares Sale -$969K -108K -0.8% $8.95 13.4M May 1, 2025 Direct F1, F2, F3
transaction VRNA Ordinary Shares Options Exercise +200K +1.5% 13.6M May 1, 2025 Direct F1, F4
transaction VRNA Ordinary Shares Sale -$705K -78.7K -0.58% $8.95 13.5M May 1, 2025 Direct F1, F2, F3
transaction VRNA Ordinary Shares Sale -$3.64M -400K -2.97% $9.09 13.1M May 2, 2025 Direct F1, F5, F6, F7

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 -200K -16.67% $0.00 1M May 1, 2025 Ordinary Shares 200K Direct F1, F4, F8
* 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 24, 2022 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 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.
F5 The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted on January 29, 2025.
F6 The price reported represents a weighted average price of the ADSs divided by eight (8). The securities were sold in multiple transactions at prices ranging from $8.9088 to $9.2225 per Ordinary Share, inclusive (or $71.27 to $73.78 per ADS, 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 securities sold at each separate price within the range set forth in this footnote.
F7 Consists of (i) 2,450,000 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 306,250 ADSs); and (ii) 10,628,992 Ordinary Shares underlying 1,328,624 ADSs.
F8 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.