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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
OrbiMed Advisors | 0 | 11,871,112 | 0 | 11,871,112 | 11,871,112 | 11.8% |
OrbiMed Capital GP VI | 0 | 11,871,112 | 0 | 11,871,112 | 11,871,112 | 11.8% |
Samuel D. Isaly | 0 | 11,871,112 | 0 | 11,871,112 | 11,871,112 | 11.8% |
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Page 1 of 12 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
VERONA PHARMA PLC
Ordinary Shares
OrbiMed Capital GP VI LLC
Samuel D. Isaly
601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone: (212) 739-6400
Authorized to Receive Notices and Communications)
May 2, 2017
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Page 2 of 12 – SEC Filing
CUSIP No. 925050106 | Page 2 of 13 Pages | ||||
1 | NAME OF REPORTING PERSONS OrbiMed Advisors LLC | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) AF | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||
8 | SHARED VOTING POWER 11,871,112 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 11,871,112 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,871,112 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% (2) | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) IA |
(1) | Evidenced by (i) 10,003,174 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”) and (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”). |
(2) | This percentage is calculated based upon information confirmed to the Reporting Persons by the Issuer, according to which as of May 4, 2017 there were 99,014,200 Ordinary Shares outstanding (including any such Ordinary Shares represented by American Depositary Shares (“ADSs”)) and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons. The number of Ordinary Shares outstanding and calculation of percentage ownership assumes no exercise by the underwriters of their option to purchase up to an additional 865,200 ADSs. |
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Page 3 of 12 – SEC Filing
CUSIP No. 925050106 | Page 3 of 13 Pages | ||||
1 | NAME OF REPORTING PERSONS OrbiMed Capital GP VI LLC | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) AF | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||
8 | SHARED VOTING POWER 11,871,112 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 11,871,112 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,871,112 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% (2) | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
(1) | Evidenced by (i) 10,003,174 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”) and (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”). |
(2) | This percentage is calculated based upon information confirmed to the Reporting Persons by the Issuer, according to which as of May 4, 2017 there were 99,014,200 Ordinary Shares outstanding (including any such Ordinary Shares represented by American Depositary Shares (“ADSs”)) and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons. The number of Ordinary Shares outstanding and calculation of percentage ownership assumes no exercise by the underwriters of their option to purchase up to an additional 865,200 ADSs. |
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Page 4 of 12 – SEC Filing
CUSIP No. 925050106 | Page 4 of 13 Pages | ||||
1 | NAME OF REPORTING PERSONS Samuel D. Isaly | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (See Instructions) AF | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | |||
8 | SHARED VOTING POWER 11,871,112 (1) | ||||
9 | SOLE DISPOSITIVE POWER 0 | ||||
10 | SHARED DISPOSITIVE POWER 11,871,112 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,871,112 (1) | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% (2) | ||||
14 | TYPE OF REPORTING PERSON (See Instructions) IN |
(1) | Evidenced by (i) 10,003,174 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”) and (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”). |
(2) | This percentage is calculated based upon information confirmed to the Reporting Persons by the Issuer, according to which as of May 4, 2017 there were 99,014,200 Ordinary Shares outstanding (including any such Ordinary Shares represented by American Depositary Shares (“ADSs”)) and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons. The number of Ordinary Shares outstanding and calculation of percentage ownership assumes no exercise by the underwriters of their option to purchase up to an additional 865,200 ADSs. |
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Page 5 of 12 – SEC Filing
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
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Page 6 of 12 – SEC Filing
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
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Page 7 of 12 – SEC Filing
Item 6. | Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer |
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Page 8 of 12 – SEC Filing
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Page 9 of 12 – SEC Filing
Item 7. | Materials to Be Filed as Exhibits |
Exhibit | Description |
1. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC and Samuel D. Isaly. |
2. | Form of Lock-Up Agreement, (incorporated by reference to Exhibit B of Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form F-1 (SEC 333-217124), filed with the SEC on April 18, 2017). |
3. | Registration Rights Agreement by and among Verona Pharma plc and certain investors set forth therein, dated as of July 29, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form F-1 (SEC 333-217124), filed with the SEC on April 3, 2017). |
4. | Relationship Agreement by and among OrbiMed Private Investments VI, LP, Verona Pharma plc and NPlus1 Singer Advisory LLP (incorporated by reference to Exhibit 10.12 to the Issuer’s Registration Statement on Form F-1 (SEC 333-217124), filed with the SEC on April 3, 2017). |
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Page 10 of 12 – SEC Filing
OrbiMed Advisors LLC | ||||
By: | /s/ Samuel D. Isaly | |||
Name: | Samuel D. Isaly | |||
Title: | Managing Member |
OrbiMed Capital GP VI LLC | ||||
By: | OrbiMed Advisors LLC its Managing Member | |||
By: | /s/ Samuel D. Isaly | |||
Name: | Samuel D. Isaly | |||
Title: | Managing Member | |||
Samuel D. Isaly | ||||
By: | /s/ Samuel D. Isaly | |||
Name: | Samuel D. Isaly |
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Page 11 of 12 – SEC Filing
Name | Position with Reporting Person | Principal Occupation |
Samuel D. Isaly | Managing Member | Managing Member OrbiMed Advisors LLC |
Carl L. Gordon | Member | Member OrbiMed Advisors LLC |
Sven H. Borho German and Swedish Citizen | Member | Member OrbiMed Advisors LLC |
Jonathan T. Silverstein | Member | Member OrbiMed Advisors LLC |
W. Carter Neild | Member | Member OrbiMed Advisors LLC |
Geoffrey C. Hsu | Member | Member OrbiMed Advisors LLC |
Evan D. Sotiriou | Chief Financial Officer | Chief Financial Officer OrbiMed Advisors LLC |
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Page 12 of 12 – SEC Filing
Exhibit | Description |
1. | Joint Filing Agreement among OrbiMed Advisors LLC, OrbiMed Capital GP VI LLC and Samuel D. Isaly. |
2. | Form of Lock-Up Agreement, (incorporated by reference to Exhibit B of Exhibit 1.1 to Amendment No. 1 to the Issuer’s Registration Statement on Form F-1 (SEC 333-217124), filed with the SEC on April 18, 2017). |
3. | Registration Rights Agreement by and among Verona Pharma plc and certain investors set forth therein, dated as of July 29, 2016 (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form F-1 (SEC 333-217124), filed with the SEC on April 3, 2017). |
4. | Relationship Agreement by and among OrbiMed Private Investments VI, LP, Verona Pharma plc and NPlus1 Singer Advisory LLP (incorporated by reference to Exhibit 10.12 to the Issuer’s Registration Statement on Form F-1 (SEC 333-217124), filed with the SEC on April 3, 2017). |
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