0001104659-22-011438.txt : 20220203 0001104659-22-011438.hdr.sgml : 20220203 20220203175411 ACCESSION NUMBER: 0001104659-22-011438 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220201 FILED AS OF DATE: 20220203 DATE AS OF CHANGE: 20220203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hahn Mark W CENTRAL INDEX KEY: 0001408502 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38067 FILM NUMBER: 22589962 MAIL ADDRESS: STREET 1: 6340 QUADRANGLE DRIVE STREET 2: SUITE 100 CITY: CHAPEL HILL STATE: NC ZIP: 27517 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verona Pharma plc CENTRAL INDEX KEY: 0001657312 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 MORE LONDON RIVERSIDE CITY: LONDON STATE: X0 ZIP: SE1 2RE BUSINESS PHONE: 011-44-0-2032834200 MAIL ADDRESS: STREET 1: 3 MORE LONDON RIVERSIDE CITY: LONDON STATE: X0 ZIP: SE1 2RE 4 1 tm225347-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-02-01 0 0001657312 Verona Pharma plc VRNA 0001408502 Hahn Mark W 3 MORE LONDON RIVERSIDE LONDON X0 SE1 2RE UNITED KINGDOM 0 1 0 0 Chief Financial Officer Ordinary Shares 2022-02-01 4 A 0 133776 0.7475 A 16124896 D Ordinary Shares 2022-02-01 4 F 0 288320 0.7762 D 15836576 D Ordinary Shares 2022-02-02 4 S 0 10416 0.7562 D 15826160 D Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on January 28, 2022 divided by eight (8). 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. The price reported represents the closing price of the Issuer's ADSs on the Nasdaq Stock Market LLC on January 31, 2022 divided by eight (8). The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 instruction solely with the intent to cover withholding taxes in connection with the vesting of certain previously reported Restricted Share Units. The price reported is a weighted average price, and is based on the sale price of the ADSs divided by eight (8). The securities were sold in multiple transactions at per share prices ranging from $0.7462 to $0.7863. The Reporting Person undertakes to provide upon request to the SEC staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote 5. Consists of (i) 9,381,112 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 1,172,639 ADSs); and (ii) 6,445,048 Ordinary Shares underlying 805,631 ADSs. /s/ Claire Poll, Attorney-in-fact for Mark Hahn 2022-02-03