Verona Pharma plc — Director's Dealing 2023

Aug 8, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2023-08-03

Reporting Person: Rickard Kathleen A. (Chief Medical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-03	Ordinary Shares	S	28752	$2.55	Disposed	2923920	Direct
2023-08-03	Ordinary Shares	S	21848	$2.539	Disposed	2902072	Direct
2023-08-04	Ordinary Shares	S	27944	$2.4992	Disposed	2874128	Direct
2023-08-07	Ordinary Shares	S	1600	$2.4679	Disposed	2872528	Direct

Footnotes

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

F2: These sales were effected pursuant to a Rule 10b5-1 instruction entered into on May 14, 2021 solely with the intent to cover taxes in connection with the vesting of certainly previously reported Restricted Share Units.

F3: The price reported represents a weighted average sale price of the ADSs divided by eight (8). These shares were sold in multiple transactions at prices ranging from $2.485 to $2.6488, 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 shares sold at each separate price within the range set forth in this footnote.

F4: These sales were effected pursuant to a Rule 10b5-1 instruction entered into on May 14, 2021 solely with the intent to cover taxes in connection with the vesting of certainly previously reported Restricted Share Units.

F5: The price reported represents the sale price of the ADSs divided by eight (8).

F6: Consists of (i) 1,551,792 Ordinary Shares underlying RSUs (which are represented by 193,974 ADSs); and (ii) 1,320,736 Ordinary Shares underlying 165,092 ADSs.