SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sinha Vikas

(Last)

(First)

(Middle)

3 MORE LONDON RIVERSIDE

(Street)

LONDON

SE1 2RE

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/01/2025

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾⁽²⁾	04/29/2025		M		120,384⁽¹⁾	A	$1.7	194,824⁽¹⁾	D
Ordinary Shares⁽¹⁾⁽²⁾	04/29/2025		S⁽³⁾		120,384⁽¹⁾	D	$8.9208	74,440	D
Ordinary Shares⁽¹⁾⁽²⁾	04/29/2025		M		39,616⁽¹⁾	A	$0.5038	114,056⁽¹⁾	D
Ordinary Shares⁽¹⁾⁽²⁾	04/29/2025		S⁽³⁾		39,616⁽¹⁾	D	$8.9208	74,440⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Options (Right to Buy)⁽¹⁾⁽⁵⁾	$1.7	04/29/2025		M			120,384⁽¹⁾	⁽⁶⁾	04/26/2027	Ordinary Shares	120,384⁽¹⁾	$0	0⁽¹⁾	D
Share Options (Right to Buy)⁽¹⁾⁽⁵⁾	$0.5038	04/29/2025		M			39,616⁽¹⁾	⁽⁶⁾	04/27/2032	Ordinary Shares	39,616⁽¹⁾	$0	160,384⁽¹⁾	D

Explanation of Responses:

1. This Form 4 amendment is being filed to correct the Reporting Person's Form 4 filed on May 1, 2025 which erroneously presented all transacted securities in American Depositary Shares ("ADSs") instead of Ordinary Shares.

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

3. The sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 instruction adopted by the Reporting Person on November 6, 2024, solely with the intent to cover payment of the exercise price.

4. Consists of 74,440 Ordinary Shares represented by 9,305 ADSs.

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

6. The option is fully vested.

	/s/ Andrew Fisher, Attorney-in-fact for Vikas Sinha	05/22/2025
	** 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 4 (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).
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