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Filing Details

Accession Number:: 0001104659-25-044536
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-05-05 16:31:33
Reporting Period:: 2025-05-01

Filing Date:: 2025-05-05
Accepted Time:: 2025-05-05 16:31:33
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
1408502	W Mark Hahn	3 More London Riverside London X0 SE1 2RE	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Ordinary Shares	Disposition	2025-05-01	108,272	$8.95	13,357,728	No	4	S	Direct
Ordinary Shares	Acquisiton	2025-05-01	200,000	$0.00	13,557,728	No	4	M	Direct
Ordinary Shares	Disposition	2025-05-01	78,736	$8.95	13,478,992	No	4	S	Direct
Ordinary Shares	Disposition	2025-05-02	400,000	$9.09	13,078,992	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Ordinary Shares	Restricted Share Units	Disposition	2025-05-01	200,000	$0.00	200,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,000,000			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).
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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted on January 29, 2025.
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.
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.
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.