Filing Details
- Accession Number:
- 0001104659-25-043647
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-05-01 20:58:05
- Reporting Period:
- 2024-08-07
- Filing Date:
- 2025-05-01
- Accepted Time:
- 2025-05-01 20:58:05
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1657312 | Verona Pharma Plc | VRNA | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1627642 | David Zaccardelli | 3 More London Riverside London X0 SE1 2RE | President And Ceo | Yes | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | Acquisiton | 2025-04-29 | 229,512 | $0.00 | 14,467,536 | No | 4 | M | Direct | |
| Ordinary Shares | Disposition | 2025-04-29 | 90,360 | $8.98 | 14,377,176 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Ordinary Shares | Restricted Share Units | Acquisiton | 2024-08-07 | 1,200,000 | $0.00 | 1,200,000 | $0.00 |
| Ordinary Shares | Restricted Share Units | Acquisiton | 2025-04-29 | 675,000 | $0.00 | 675,000 | $0.00 |
| Ordinary Shares | Restricted Share Units | Disposition | 2025-04-29 | 229,512 | $0.00 | 229,512 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,200,000 | No | 4 | A | Direct | ||
| 675,000 | No | 4 | A | Direct | ||
| 445,488 | No | 4 | M | Direct |
Footnotes
- Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer.
- 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.
- The price reported represents the sale price of the ADSs divided by eight (8).
- Consists of (i) 2,725,000 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 340,625 ADSs); and (ii) 11,652,176 Ordinary Shares underlying 1,456,522 ADSs.
- 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.
- 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.
- 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.
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