Director Ebsworth David R exercised 460,000 units of Ordinary Shares at a strike of $1.30 and gifted 64,000 units of Ordinary Shares, increasing direct ownership by 42% to 1,336,003 units (SEC Form 4)
$VRNA
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Verona Pharma plc [ VRNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares(1) | 02/26/2025 | M | 64,000 | A | $0.775 | 1,004,003 | D | |||
| Ordinary Shares(1) | 02/26/2025 | M | 200,000 | A | $0.5038 | 1,204,003 | D | |||
| Ordinary Shares(1) | 02/26/2025 | M | 96,000 | A | $2.67 | 1,300,003 | D | |||
| Ordinary Shares(1) | 02/26/2025 | M | 100,000 | A | $1.9338 | 1,400,003 | D | |||
| Ordinary Shares(1) | 02/26/2025 | G | 64,000 | D | $0 | 1,336,003(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Share Option (Right to Exercise) | $0.775(3) | 02/26/2025 | M | 64,000 | (4) | 08/08/2031 | Ordinary Shares | 64,000 | $0 | 0 | D | ||||
| Share Option (Right to Exercise) | $0.5038(3) | 02/26/2025 | M | 200,000 | (4) | 04/27/2032 | Ordinary Shares | 200,000 | $0 | 0 | D | ||||
| Share Option (Right to Exercise) | $2.67(3) | 02/26/2025 | M | 96,000 | (4) | 04/27/2033 | Ordinary Shares | 96,000 | $0 | 0 | D | ||||
| Share Option (Right to Exercise) | $1.9338(3) | 02/26/2025 | M | 100,000 | (5) | 04/28/2034 | Ordinary Shares | 100,000 | $0 | 140,000 | D | ||||
| Explanation of Responses: |
| 1. Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. |
| 2. Consists of (i) 1,336,000 Ordinary Shares represented by 167,000 ADSs and (ii) 3 Ordinary Shares. |
| 3. The number of securities underlying the option and the exercise price therefor are listed in terms of Ordinary Shares, however, each security is represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. |
| 4. The option is fully vested. |
| 5. The option vests and becomes exercisable as to 25% on each of July 29, 2024, October 29, 2024, January 29, 2025 and April 29, 2025. |
| /s/ Andrew Fisher, Attorney-in-fact for David R. Ebsworth | 02/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||