0001104659-21-133857.txt : 20211103 0001104659-21-133857.hdr.sgml : 20211103 20211103195232 ACCESSION NUMBER: 0001104659-21-133857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211101 FILED AS OF DATE: 20211103 DATE AS OF CHANGE: 20211103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZACCARDELLI DAVID CENTRAL INDEX KEY: 0001627642 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38067 FILM NUMBER: 211377379 MAIL ADDRESS: STREET 1: 300 TRI STATE INTERNATIONAL STREET 2: SUITE 272 CITY: LINCOLNSHIRE STATE: IL ZIP: 60069 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 tm2131837-3_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-11-01 0 0001657312 Verona Pharma plc VRNA 0001627642 ZACCARDELLI DAVID 3 MORE LONDON RIVERSIDE LONDON X0 SE1 2RE UNITED KINGDOM 1 1 0 0 President and CEO Ordinary Shares 2021-11-01 4 F 0 454848 0.64 D 16897408 D Ordinary Shares 2021-11-02 4 S 0 52056 0.6411 D 16845352 D Reported securities are represented by American Depositary Shares ("ADSs"), each of which represents eight (8) Ordinary Shares of the Issuer. 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 October 29, 2021 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 $0.6525 to $0.6313. 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) 10,535,528 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 1,316,941 ADSs); and (ii) 6,309,824 Ordinary Shares underlying 788,728 ADSs. /s/ Claire Poll, Attorney-in-fact for David Zaccardelli 2021-11-03