4//SEC Filing
ZACCARDELLI DAVID 4
Accession 0001104659-25-066763
CIK 0001657312other
Filed
Jul 8, 8:00 PM ET
Accepted
Jul 9, 6:37 PM ET
Size
12.7 KB
Accession
0001104659-25-066763
Insider Transaction Report
Form 4
ZACCARDELLI DAVID
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Restricted Share Units
2025-07-07−229,512→ 445,536 total→ Ordinary Shares (229,512 underlying) - Exercise/Conversion
Ordinary Shares
2025-07-07+229,512→ 13,419,680 total - Tax Payment
Ordinary Shares
2025-07-08$11.44/sh−90,320$1,033,378→ 13,329,360 total - Award
Restricted Share Units
2025-07-07+675,048→ 675,048 total→ Ordinary Shares (675,048 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]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.
- [F3]The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on July 3, 2025 divided by eight (8).
- [F4]Consists of (i) 2,450,000 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 306,250 ADSs); and (ii) 10,879,360 Ordinary Shares underlying 1,359,920 ADSs.
- [F5]Represents an award of performance-based Restricted Share Units ("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 Q2 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 November 1, February 1, May 1 and August 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 0001627642
Filing Metadata
- Form type
- 4
- Filed
- Jul 8, 8:00 PM ET
- Accepted
- Jul 9, 6:37 PM ET
- Size
- 12.7 KB