Filing Details

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

 

 

VERONA PHARMA PLC

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(Name of Issuer)

 

 

Ordinary Shares

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(Title of Class of Securities)

 

 

925050106

(CUSIP Number)

 

OrbiMed Advisors LLC
OrbiMed Capital GP VI LLC

 

601 Lexington Avenue, 54th Floor
New York, NY 10022
Telephone:  (212) 739-6400

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

 

January 24, 2018

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(Date of Event Which Requires Filing of this Statement)

 

 

 

SCHEDULE 13D

_______________________

(1)

Evidenced by (i) 6 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”); (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”); and (iii) 1,250,396 American Depositary Shares (“ADSs”).

(2)

This percentage is calculated based upon 104,884,068 outstanding Ordinary Shares (including any such Ordinary Shares represented by ADSs) of the Issuer, as set forth in the Issuer’s Form 6-K, filed with the Securities and Exchange Commission on May 26, 2017, and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons.

 

Item 1.

Security and Issuer

Item 2.

Identity and Background

 

Item 5 of the Statement is amended to read in full as set forth below.

 

 

(a)-(b)  The following disclosure is based upon 104,884,068 outstanding Ordinary Shares (which includes Ordinary Shares represented by ADSs) of the Issuer, as set forth in the Issuer’s Form 6-K, filed with the Securities and Exchange Commission on May 26, 2017.

 

As of the date of this filing, OPI VI, a limited partnership organized under the laws of Delaware, holds 10,003,174 Ordinary Shares (including 10,003,168 Ordinary Shares represented by ADSs) and Warrants to purchase 1,867,938 Ordinary Shares; such outstanding Ordinary Shares and Ordinary Shares subject to Warrants constitute approximately 11.12% of the issued and outstanding Ordinary Shares (including any Ordinary Shares represented by ADSs) plus the Ordinary Shares subject to Warrants held by OPI VI.   Advisors, pursuant to its authority as the sole managing member of GP VI, the sole general partner of OPI VI, may be deemed to indirectly beneficially own the Ordinary Shares held by OPI VI.  GP VI, pursuant to its authority as the general partner of OPI VI, may be deemed to indirectly beneficially own the Ordinary Shares held by OPI VI.  As a result, Advisors and GP VI share the power to direct the vote and to direct the disposition of the Ordinary Shares held by OPI VI.    Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the Ordinary Shares held by OPI VI.

 

(c)          The Reporting Persons have not effected any transactions in the Ordinary Shares or ADSs during the past sixty (60) days.

 

(d)          Not applicable.

 

(e)          As of January 24, 2018, Samuel D. Isaly, who was previously identified as a reporting person, has ceased to be the beneficial owner of more than five percent of the outstanding Ordinary Shares.

 

The first paragraph of Item 6 of the Statement is amended to read in full as follows.

 

 

In addition to the relationships between the Reporting Persons described in Items 2 and 5 above, GP VI is the sole general partner of OPI VI, pursuant to the terms of the limited partnership agreement of OPI VI.  Advisors is the sole managing member of GP VI, pursuant to the terms of the limited liability company agreement of GP VI.  Pursuant to these agreements and relationships, Advisors and GP VI have discretionary investment management authority with respect to the assets of OPI VI.  Such authority includes the power of GP VI to vote and otherwise dispose of securities purchased by OPI VI.  The number of Ordinary Shares attributable to OPI VI is 11,871,112 (of which 10,003,168 are represented by 1,250,396 ADSs and 1,867,938 are subject to Warrants).  Advisors and GP VI may each be considered to hold indirectly 11,871,112 Ordinary Shares. 

 

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  January 26, 2018

 

The name and present principal occupation of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below.  Unless otherwise noted, each of these persons are United States citizens and have as their business address 601 Lexington Avenue, 54th Floor, New York, NY 10022.

 

 

 

The business and operations of OrbiMed Capital GP VI LLC are managed by the executive officers and directors of its managing member, OrbiMed Advisors LLC, set forth on Schedule I attached hereto.