4//SEC Filing
Fisher Andrew 4
Accession 0001104659-25-074399
CIK 0001657312other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 8:30 PM ET
Size
10.3 KB
Accession
0001104659-25-074399
Insider Transaction Report
Form 4
Fisher Andrew
General Counsel
Transactions
- Exercise/Conversion
Ordinary Shares
2025-08-01+20,888→ 427,487 total - Sale
Ordinary Shares
2025-08-01$13.14/sh−9,584$125,969→ 417,903 total - Exercise/Conversion
Restricted Stock Units
2025-08-01−20,888→ 146,168 total→ Ordinary Shares (20,888 underlying)
Footnotes (6)
- [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 the Form 4 represents a mandatory "sell-to-cover" transaction for the purpose of satisfying the reporting person's tax withholding obligation upon the vesting of the restricted stock units ("RSUs").
- [F3]The price reported represents the sale price of the ADSs divided by eight (8).
- [F4]Consists of (i) 300,000 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 37,500 ADSs), (ii) 117,896 Ordinary Shares underlying 14,737 ADSs, and (iii) 7 Ordinary Shares.
- [F5]Represents an award of performance-based RSUs covering ADSs, which is presented in terms of the equivalent number of Ordinary Shares underlying the ADSs. Each RSU represents a contingent right to receive one (1) ADS of the Issuer. Each ADS represents eight (8) Ordinary Shares of the Issuer. The RSUs have no expiration date.
- [F6]The RSUs were earned upon the determination by the Board of Directors of the Issuer (the "Determination Date") that certain performance metrics related to Q1 2025 had been achieved. The RSUs vested as to 34% of the total shares on the Determination Date, and vest as to the remainder of the shares in equal quarterly installments over a two year period on each of August 1, November 1, February 1 and May 1, subject to the Reporting Person's continued service to the Issuer on each vesting date.
Documents
Issuer
Verona Pharma plc
CIK 0001657312
Entity typeother
Related Parties
1- filerCIK 0002014301
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 8:30 PM ET
- Size
- 10.3 KB