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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 |
|---|---|---|---|---|---|---|
| Foresite Capital Fund III | 5,000,000 | 5,000,000 | 5,000,000 | 5.0% | ||
| Foresite Capital Management III | 5,000,000 | 5,000,000 | 5,000,000 | 5.0% | ||
| James Tananbaum ( Tananbaum ) | 5,000,000 | 5,000,000 | 5,000,000 | 5.0% |
Page 1 of 9 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. ___________)*
| Verona Pharma plc |
| (Name of Issuer) |
| Ordinary Shares, nominal value £0.05 per share |
| (Title of Class of Securities) |
| 925050106** |
| (CUSIP Number) |
| April 27, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
**The CUSIP number is for the American Depositary Shares that trade
on the NASDAQ Global Market, each representing eight ordinary shares. No CUSIP number has been assigned to the ordinary shares.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 9
Exhibit Index on Page 8
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Page 2 of 9 – SEC Filing
| CUSIP # 925050106 | Page 2 of 9 |
| 1 | NAME OF REPORTING PERSONS Foresite Capital Fund III, L.P. (“FCF III”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF | 5 | SOLE VOTING POWER 5,000,000 ordinary shares (“shares”) represented by 625,000 American Depositary Shares (“ADSs”), except that Foresite Capital Management III, LLC (“FCM III”), the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,000,000 shares represented by 625,000 ADSs, | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.0% |
| 12 | TYPE OF REPORTING PERSON | PN |
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Page 3 of 9 – SEC Filing
| CUSIP # 925050106 | Page 3 of 9 |
| 1 | NAME OF REPORTING PERSONS Foresite Capital Management III, LLC (“FCM III”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF | 5 | SOLE VOTING POWER 5,000,000 shares represented by 625,000 ADSs, all of which are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). FCM III, the general partner of FCF III, may be deemed to have sole power to vote these shares, and James Tananbaum (“Tananbaum”), the managing member of FCM III, may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,000,000 shares represented by 625,000 ADSs, all of which are directly owned by FCF III. FCM III, the general partner of FCF III, may be deemed to have sole power to dispose of these shares, and Tananbaum, the managing member of FCM III, may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.0% |
| 12 | TYPE OF REPORTING PERSON | OO |
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Page 4 of 9 – SEC Filing
| CUSIP # 925050106 | Page 4 of 9 |
| 1 | NAME OF REPORTING PERSONS James Tananbaum (“Tananbaum”) |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
| NUMBER OF | 5 | SOLE VOTING POWER 5,000,000 shares represented by 625,000 ADSs, all of which are directly owned by Foresite Capital Fund III, L.P. (“FCF III”). Tananbaum is the managing member of Foresite Capital Management III, LLC (“FCM III”), which is the general partner of FCF III. Tananbaum may be deemed to have sole power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 5,000,000 shares represented by 625,000 ADSs, all of which are directly owned by FCF III. Tananbaum is the managing member of FCM III, which is the general partner of FCF III. Tananbaum may be deemed to have sole power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 5,000,000 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 5.0% |
| 12 | TYPE OF REPORTING PERSON | IN |
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Page 5 of 9 – SEC Filing
| 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. |
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Page 6 of 9 – SEC Filing
| CUSIP # 925050106 | Page 6 of 9 |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting
Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting
Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable. |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Under certain circumstances set forth in the limited partnership agreement of FCF III and the limited liability company agreement of FCM III the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member. |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. Not applicable |
| ITEM 10. | CERTIFICATION. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
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Page 7 of 9 – SEC Filing
| CUSIP # 925050106 | Page 7 of 9 |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 5, 2017
| FORESITE CAPITAL FUND III, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT III, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT III, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| JAMES TANANBAUM | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
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Page 8 of 9 – SEC Filing
| CUSIP # 925050106 | Page 8 of 9 |
EXHIBIT INDEX
| Found on Sequentially | ||
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 9 |
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Page 9 of 9 – SEC Filing
| CUSIP # 925050106 | Page 9 of 9 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree
that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of the Issuer shall be filed on behalf of
each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: May 5, 2017
| FORESITE CAPITAL FUND III, L.P. | ||
| By: | FORESITE CAPITAL MANAGEMENT III, LLC | |
| Its: | General Partner | |
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| FORESITE CAPITAL MANAGEMENT III, LLC | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
| Title: | Managing Member | |
| JAMES TANANBAUM | ||
| By: | /s/ James Tananbaum | |
| Name: | James Tananbaum | |
