Verona Pharma plc — Director's Dealing 2022

May 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2022-05-01

Reporting Person: Poll Claire (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-01	Ordinary Shares	F	79896	$0.5225	Disposed	1842951	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	483840	Indirect

Footnotes

F1: Reported securities are represented by American Depositary Shares ("ADSs") (unless otherwise indicated), each of which represents eight (8) Ordinary Shares of the Issuer.

F2: Represents the number of Ordinary Shares withheld to satisfy the tax withholding obligation in connection with the vesting of certain previously reported Restricted Share Units.

F3: The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on April 29, 2022 divided by eight (8).

F4: Consists of (i) 1,530,000 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which may be represented by 191,250 ADSs); (ii) 312,944 Ordinary Shares underlying 39,118 ADSs; and (iii) 7 Ordinary Shares.

F5: Held by a family trust of which (a) the Reporting Person and spouse are trustees and (b) the Reporting Person and members of her immediate family are the sole beneficiaries of the trust.