13G Filing: Foresite Capital Fund III, L.P. and Verona Pharma PLC (VRNA)

CUSIP # 925050106

Page 5 of 9

ITEM 1(A).

NAME OF ISSUER

Verona Pharma plc (the “Issuer”)

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

3 More London Riverside

London SE1 2RE UK

ITEM 2(A).

NAME OF PERSONS FILING This Schedule is filed by Foresite Capital Fund III, L.P., a Delaware limited partnership, Foresite Capital Management III, LLC, a Delaware limited liability company, and James Tananbaum. The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons
is:

c/o Foresite Capital Management

600 Montgomery Street, Suite 4500
San Francisco, CA 94111

ITEM 2(C).

CITIZENSHIP See Row 4 of cover page for each Reporting Person.

ITEM 2(D).

TITLE OF CLASS OF SECURITIES Ordinary shares, nominal value £0.05 per share

ITEM 2(D)

CUSIP NUMBER 925050106 (This CUSIP Number applies to the Issuer’s ADSs, which are traded on the NASDAQ Global Market, each of which represents eight ordinary shares. The ordinary shares do not have a CUSIP Number.)

ITEM 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

ITEM 4.

OWNERSHIP

The following information with respect
to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of May 3, 2017:

(a)

Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class: See Row 11 of cover page for each Reporting Person.