Mark W. Hahn - 07 Aug 2024 Form 4 Insider Report for Verona Pharma plc (VRNA)

Role
Chief Financial Officer
Signature
/s/ Andrew Fisher, Attorney-in-fact for Mark Hahn
Issuer symbol
VRNA
Transactions as of
07 Aug 2024
Net transactions value
-$811,433
Form type
4
Filing time
01 May 2025, 20:55:34 UTC
Previous filing
05 Aug 2024
Next filing
14 Aug 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 +229,512 +1.7% $0.000000 13,556,360 29 Apr 2025 Direct F1
transaction VRNA Ordinary Shares Sale $811,433 -90,360 -0.67% $8.98 13,466,000 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 Exercise Price Ownership Footnotes
transaction VRNA Restricted Share Units Award $0 +1,200,000 $0.000000 1,200,000 07 Aug 2024 Ordinary Shares 1,200,000 Direct F1, F5, F6
transaction VRNA Restricted Share Units Award $0 +675,000 $0.000000 675,000 29 Apr 2025 Ordinary Shares 675,040 Direct F1, F5, F6
transaction VRNA Restricted Share Units Options Exercise $0 -229,512 -34% $0.000000 445,488 29 Apr 2025 Ordinary Shares 229,512 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 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 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) 10,741,000 Ordinary Shares underlying 1,342,625 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.