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Filing Details

Accession Number:: 0000947871-22-001257
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-27 17:38:20
Reporting Period:: 2022-12-22

Accepted Time:: 2022-12-27 17:38:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1657312	Verona Pharma Plc	VRNA	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1055951	Orbimed Advisors Llc	601 Lexington Avenue 54Th Floor New York NY 10022		Yes	No	No	No
1682115	Orbimed Capital Gp Vi Llc	601 Lexington Avenue 54Th Floor New York NY 10022		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Ordinary Shares	Disposition	2022-12-22	3,284,800	$21.71	36,940,592	No	4	S	Indirect	See footnotes
Ordinary Shares	Disposition	2022-12-22	684,696	$22.07	36,255,896	No	4	S	Indirect	See footnotes
Ordinary Shares	Disposition	2022-12-23	961,328	$22.27	35,294,568	No	4	S	Indirect	See footnotes
Ordinary Shares	Disposition	2022-12-23	1,116,048	$23.23	34,178,520	No	4	S	Indirect	See footnotes
Ordinary Shares	Disposition	2022-12-23	92,992	$24.11	34,085,528	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Footnotes

Consists of American Depository Shares ("ADSs") held of record by OrbiMed Private Investments VI, LP ("OPI VI"). Each ADS represents eight Ordinary Shares of the Issuer.
Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $21.00 to a high of $21.99 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $22.00 to a high of $22.26 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $21.89 to a high of $22.87 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $22.89 to a high of $23.88 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $23.90 to a high of $24.35 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
These securities are held of record by OPI VI. OrbiMed Capital GP VI LLC ("OrbiMed GP") is the general partner of OPI VI, and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of OrbiMed GP. By virtue of such relationships, OrbiMed GP and OrbiMed Advisors may be deemed to have voting power and investment power over the securities held by OPI VI and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VI.
This report on Form 4 is jointly filed by OrbiMed Advisors and OrbiMed GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. The Reporting Persons have designated a representative, Rishi Gupta, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.