4//SEC Filing
ZACCARDELLI DAVID 4
Accession 0001104659-25-074389
CIK 0001657312other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 8:22 PM ET
Size
13.0 KB
Accession
0001104659-25-074389
Insider Transaction Report
Form 4
ZACCARDELLI DAVID
DirectorPresident and CEO
Transactions
- Exercise/Conversion
Restricted Stock Units
2025-08-01−55,696→ 389,792 total→ Ordinary Shares (55,696 underlying) - Exercise/Conversion
Restricted Stock Units
2025-08-01−200,000→ 800,000 total→ Ordinary Shares (200,000 underlying) - Sale
Ordinary Shares
2025-08-01$13.14/sh−208,912$2,745,877→ 13,376,144 total - Exercise/Conversion
Ordinary Shares
2025-08-01+255,696→ 13,585,056 total
Footnotes (7)
- [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 this Form 4 was effected pursuant to a Rule 10b5-1 instruction entered into on May 24, 2022 solely with the intent to cover taxes in connection with the vesting of Restricted Share Units ("RSUs").
- [F3]The price reported represents the sale price of the ADSs divided by eight (8).
- [F4]Consists of (i) 2,375,000 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 296,875 ADSs); and (ii) 11,001,144 Ordinary Shares underlying 1,375,143 ADSs.
- [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 satisfaction of the performance condition in connection with the Issuer's first commercial sale of ensifentrine. Following the satisfaction of the performance condition, the RSUs vest in equal quarterly installments on each of May 1, 2025, August 1, 2025, November 1, 2025, February 1, 2026, May 1, 2026 and August 1, 2026 subject to the Reporting Person's continued service to the Issuer on each vesting date.
- [F7]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 0001627642
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 8:22 PM ET
- Size
- 13.0 KB