Verona Pharma plc — Director's Dealing 2024

Nov 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2024-10-30

Reporting Person: Hahn Mark W (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-30	Ordinary Shares	A	800000	—	Acquired	14469360	Direct
2024-11-01	Ordinary Shares	A	200000	—	Acquired	14669360	Direct
2024-11-01	Ordinary Shares	F	245952	$4.2412	Disposed	14423408	Direct

Footnotes

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

F2: Represents an award of Restricted Share Units ("RSUs"), each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer. The RSUs vest over four years, with 1/4th of the RSUs vesting on November 1, 2025 and the balance vesting in 12 equal quarterly installments thereafter.

F3: Represents an award of Ordinary Shares upon vesting of Performance Restricted Share Units in connection with the Issuer's first commercial sale of ensifentrine.

F4: 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 and the vesting of the Performance Restricted Share Units described in footnote 3 above.

F5: The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on October 31, 2024 divided by eight (8).

F6: 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) 11,423,408 Ordinary Shares underlying 1,427,926 ADSs.