4//SEC Filing
ZACCARDELLI DAVID 4
Accession 0001104659-25-097966
CIK 0001657312other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 4:44 PM ET
Size
21.9 KB
Accession
0001104659-25-097966
Insider Transaction Report
Form 4
ZACCARDELLI DAVID
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Ordinary Shares
2025-10-07−12,176,144→ 0 total - Disposition to Issuer
Ordinary Shares
2025-10-07−3,285,280→ 0 total - Award
Restricted Share Unit
2025-10-07+1,649,952→ 1,649,952 total→ Ordinary Shares (1,649,952 underlying) - Exercise/Conversion
Restricted Share Unit
2025-10-07−445,536→ 0 total→ Ordinary Shares (445,536 underlying) - Exercise/Conversion
Restricted Share Unit
2025-10-07−1,649,952→ 0 total→ Ordinary Shares (1,649,952 underlying) - Exercise/Conversion
Ordinary Shares
2025-10-07+3,285,280→ 3,285,280 total - Exercise/Conversion
Restricted Share Unit
2025-10-07−389,792→ 0 total→ Ordinary Shares (389,792 underlying) - Exercise/Conversion
Restricted Share Unit
2025-10-07−800,000→ 0 total→ Ordinary Shares (800,000 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 Ordinary Shares of the Issuer acquired from the Reporting Person by means of a scheme of arrangement (the "Scheme of Arrangement") under Part 26 of the UK Companies Act 2006, pursuant to a transaction agreement, dated as of July 8, 2025 (the "Transaction Agreement"), by and among the Issuer, Merck Sharp & Dohme LLC, a New Jersey limited liability company ("Parent") and Vol Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Parent ("Bidco").
- [F3]At the effective time of the Scheme of Arrangement (the "Effective Time"), each holder of the Scheme Shares (as defined in the Scheme of Arrangement) became entitled to receive $13.375 in cash per Scheme Share, without interest and net of any applicable withholding taxes. Because each ADS represents a beneficial ownership interest in eight (8) Ordinary Shares of the Issuer, holders of ADSs as of the Effective Time became entitled to receive eight (8) times the foregoing cash amount, or $107 in cash, without interest and net of any applicable withholding taxes, per ADS (the "ADS Consideration").
- [F4]Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, each outstanding time-based restricted share unit award ("RSU Award"), unless agreed otherwise, became fully vested, and at the Effective Time, was automatically converted into the right to receive an amount in cash (without interest and subject to all required withholding taxes) equal to the product of (i) the aggregate number of ADSs underlying such RSU Award and (ii) the ADS Consideration.
- [F5]Represents an award of 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]These performance-based restricted share unit awards (the "PRSUs") were earned upon the determination by the Board of Directors of the Issuer that certain performance metrics had been achieved. Pursuant to the terms of the Transaction Agreement, immediately prior to the Effective Time, the PRSUs, unless agreed otherwise, became fully vested, and at the Effective Time, were automatically converted into the right to receive an amount in cash (without interest and subject to all required withholding taxes) equal to the product of (i) the aggregate number of ADSs underlying such PRSU Award and (ii) the ADS Consideration.
Documents
Issuer
Verona Pharma plc
CIK 0001657312
Entity typeother
Related Parties
1- filerCIK 0001627642
Filing Metadata
- Form type
- 4
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 4:44 PM ET
- Size
- 21.9 KB