4//SEC Filing
Fisher Andrew 4
Accession 0001104659-25-066764
CIK 0001657312other
Filed
Jul 8, 8:00 PM ET
Accepted
Jul 9, 6:38 PM ET
Size
12.7 KB
Accession
0001104659-25-066764
Insider Transaction Report
Form 4
Fisher Andrew
General Counsel
Transactions
- Tax Payment
Ordinary Shares
2025-07-08$11.44/sh−39,464$451,519→ 406,599 total - Award
Restricted Share Units
2025-07-07+253,120→ 253,120 total→ Ordinary Shares (253,120 underlying) - Exercise/Conversion
Restricted Share Units
2025-07-07−86,064→ 167,056 total→ Ordinary Shares (86,064 underlying) - Exercise/Conversion
Ordinary Shares
2025-07-07+86,064→ 446,063 total
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) 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) 106,592 Ordinary Shares underlying 13,324 ADSs, and (iii) 7 Ordinary Shares.
- [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 0002014301
Filing Metadata
- Form type
- 4
- Filed
- Jul 8, 8:00 PM ET
- Accepted
- Jul 9, 6:38 PM ET
- Size
- 12.7 KB