SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Poll Claire

(Last)

(First)

(Middle)

3 MORE LONDON RIVERSIDE

(Street)

LONDON

SE1 2RE

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2021

3. Issuer Name and Ticker or Trading Symbol
Verona Pharma plc [ VRNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	2,762,639⁽¹⁾⁽²⁾	D
Ordinary Shares	123,440⁽²⁾	I	By Trust⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Options(Right to Buy)	⁽⁴⁾	04/15/2023	Ordinary Shares	20,000⁽⁵⁾	$3.06⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁴⁾	07/29/2023	Ordinary Shares	30,000⁽⁵⁾	$3.07⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁴⁾	05/15/2024	Ordinary Shares	25,000⁽⁵⁾	$2.94⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁴⁾	09/13/2026	Ordinary Shares	200,000⁽⁵⁾	$2.49⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁶⁾	04/26/2027	Ordinary Shares	487,352⁽⁵⁾	$1.7⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁷⁾	03/08/2028	Ordinary Shares	217,192⁽⁵⁾	$2.02⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁸⁾	03/29/2029	Ordinary Shares	256,736⁽⁵⁾	$0.75⁽⁵⁾	D
Share Options(Right to Buy)	⁽⁹⁾	03/03/2030	Ordinary Shares	100,000⁽⁵⁾	$0.71⁽⁵⁾	D
Restricted Share Units	⁽¹⁰⁾	04/26/2027	Ordinary Shares	86,272⁽¹⁰⁾	⁽¹⁰⁾	D
Restricted Share Units	⁽¹⁰⁾	03/08/2028	Ordinary Shares	34,248⁽¹⁰⁾	⁽¹⁰⁾	D
Restricted Share Units	⁽¹⁰⁾	03/29/2029	Ordinary Shares	66,608⁽¹⁰⁾	⁽¹⁰⁾	D

Explanation of Responses:

1. Consists of (i) 2,720,000 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which may be represented by 340,000 American Depositary Shares ("ADSs")); (ii) 42,632 Ordinary Shares underlying 5,329 ADSs; and (iii) 7 Ordinary Shares.

2. Reported securities are represented by ADSs (unless otherwise indicated), each of which represents 8 Ordinary Shares of the Issuer.

3. Held by a family trust of which (a) the Reporting Person and spouse are trustees and (b) the Reporting Person and members of her immediate family are the sole beneficiaries of the trust.

4. The option is fully vested and exercisable.

5. The number of securities underlying the option and the exercise price therefor are listed in terms of Ordinary Shares in columns 3 and 4, however, each security may be represented by ADSs, each of which represents eight (8) Ordinary Shares

6. The option is fully vested, except with respect to 60,448 underlying Ordinary Shares, which will vest in full on April 26, 2021.

7. The option is fully vested as to approximately 58.4% of the underlying Ordinary Shares. The remainder of the option vests and becomes exercisable as to approximately 29.2% of the underlying Ordinary Shares on March 8, 2021, and as to approximately 12.4% of the underlying Ordinary Shares on March 8, 2022.

8. The option is fully vested as to approximately 29.2% of the underlying Ordinary Shares. The remainder of the option vests and becomes exercisable as to approximately 29.2% of the underlying Ordinary Shares on each of March 31, 2021 and March 31, 2022, and as to approximately 12.4% of the underlying Ordinary Shares on March 31, 2023.

9. The option vests and becomes exercisable as to 25% on March 3, 2021 and in 12 equal quarterly installments thereafter.

10. Each Restricted Share Unit represents a contingent right to receive one (1) Ordinary Share of the Issuer (which may be represented by ADSs, each of which represents eight (8) Ordinary Shares of the Issuer) subject to certain time- and performance-based vesting criteria.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Claire Poll	01/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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