Verona Pharma plc — Director's Dealing 2023

Feb 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2023-01-20

Reporting Person: Poll Claire (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-20	Ordinary Shares	M	178800	—	Acquired	2211439	Direct
2023-02-01	Ordinary Shares	G	152000	—	Disposed	2059439	Direct
2023-02-01	Ordinary Shares	G	152000	—	Acquired	926256	Indirect
2023-02-01	Ordinary Shares	S	152000	$2.5939	Disposed	774256	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-20	Restricted Share Units	$	M	86272	Disposed	2027-04-26	Ordinary Shares (86272)	Direct
2023-01-20	Restricted Share Units	$	M	34248	Disposed	2028-03-08	Ordinary Shares (34248)	Direct
2023-01-20	Restricted Share Units	$	M	58280	Disposed	2029-03-29	Ordinary Shares (58280)	Direct

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: Consists of (i) 1,820,000 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 227,500 ADSs); (ii) 239,432 Ordinary Shares underlying 29,929 ADSs; and (iii) 7 Ordinary Shares.

F3: 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.

F4: The sales reported in the Form 4 were effected solely with the intent to cover taxes in connection with the vesting of certain previously reported Restricted Share Units.

F5: The price reported represents the weighted average sale price of the ADSs divided by eight (8). These shares were sold in multiple transactions at prices ranging from $2.575 to $2.6138, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 ranges set forth in this footnote.

F6: Each Restricted Share Unit represents a contingent right to receive one (1) Ordinary Share of the Issuer (which may be represented by ADSs, each of which represents eight (8) Ordinary Shares of the Issuer) subject to certain time- and performance-based vesting criteria.