Verona Pharma plc — Director's Dealing 2024

Dec 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2024-11-27

Reporting Person: Hahn Mark W (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-11-27	Ordinary Shares	S	12936	$5	Disposed	14276000	Direct
2024-11-29	Ordinary Shares	S	98704	$5.0063	Disposed	14177296	Direct
2024-12-02	Ordinary Shares	S	1600	$5	Disposed	14175696	Direct

Footnotes

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 adopted on March 6, 2024.

F3: 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 $5 to $5.075 per Ordinary Share, inclusive (or $40.00 to $40.6 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.

F4: Consists of (i) 3,000,000 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 375,000 ADSs); and (ii) 11,175,696 Ordinary Shares underlying 1,396,962 ADSs.