Pompeo Michael 4
4 · VEON Ltd. · Filed Jul 6, 2026
Research Summary
AI-generated summary of this filing
VEON Director Michael Pompeo Receives 38,205 ADS Award
What Happened
Michael Pompeo, a VEON director, is reported as having an indirect interest in the acquisition of 38,205 American Depositary Shares (ADS) on June 7, 2026. The shares were acquired at $0.00 upon the automatic vesting and exercise of the fourth tranche of warrants issued to Impact Investments LLC (a vehicle 50% owned indirectly by Pompeo). The fourth tranche is described in the filing as having an aggregate value of $12,000,000. The filing indicates Pompeo disclaims beneficial ownership of the shares except to the extent of his pecuniary interest.
Key Details
- Transaction date: 2026-06-07; reported on Form 4 filed 2026-07-06 (filing appears late relative to the usual 2-business-day Form 4 window).
- Transaction type/code: A (Award/Grant / acquisition via automatic exercise of warrants).
- Shares acquired: 38,205 ADS at $0.00 (automatic exercise/vesting).
- Who acquired them: Impact Investments LLC (direct holder); Pompeo indirectly owns 50% of that LLC and disclaims beneficial ownership except for pecuniary interest.
- Valuation/terms: Filing states the fourth tranche had an aggregate value of $12,000,000; exercise price for each tranche is determined on each vesting date based on the 90-day average ADS price.
- Conversion note: Issuer agreed to convert certain common shares into 82,678 ADS on a cashless basis (per filing footnote).
- Report timeliness: Filed ~29 days after the transaction date (late filing).
Context
This was not an open-market purchase but an automatic vesting and exercise of previously issued warrants (issued June 7, 2024) that vest semi‑annually over three years; per the filing, each tranche vests and is automatically exercised if vesting conditions are met. Because the shares were acquired by an LLC partly owned by Pompeo and he disclaims beneficial ownership, this filing reports his indirect pecuniary interest rather than a direct personal purchase or sale.
Insider Transaction Report
- Award
American Depositary Shares
[F1][F2][F3]2026-06-07+38,205→ 186,435 total(indirect: See footnote)
- 90,000
American Depositary Shares
- 2,066,954(indirect: See footnote)
Common Shares
[F4][F3]
Footnotes (4)
- [F1]Impact Investments LLC acquired these American Depositary Shares upon the vesting and automatic exercise of the fourth tranche of warrants with an aggregate value of $12,000,000, which were issued to Impact Investments LLC on June 7, 2024 (the "Warrants"). Pursuant to the terms of the Warrants, the Warrants vest semi-annually in equal tranches over a three-year period beginning on June 7, 2024, and each tranche is automatically exercised in full on its applicable vesting date, provided that, as of each vesting date, (i) the Reporting Person continues to serve as a director of (a) the Issuer and (b) unless waived by the Issuer, JSC Kyivstar, a wholly-owned indirect subsidiary of the Issuer, and (ii) certain other vesting conditions and acceleration provisions.
- [F2]Pursuant to the terms of the Warrants, the exercise price for each tranche of the Warrants is determined on the applicable vesting date for such tranche, based on the 90-day average trading price of American Depositary Shares as of the vesting date for such tranche. Accordingly, pursuant to Rule 16a-1(c)(6) under the Exchange Act, each tranche of the Warrants is not a reportable derivative security until it vests and its exercise price is fixed..
- [F3]These American Depositary Shares and Common Shares are held directly by Impact Investments LLC, which is indirectly owned 50% by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
- [F4]The issuer has agreed to convert these common shares into 82,678 American Depositary Shares, on a cashless basis.