0000947871-21-000015.txt : 20210105 0000947871-21-000015.hdr.sgml : 20210105 20210105192824 ACCESSION NUMBER: 0000947871-21-000015 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210101 FILED AS OF DATE: 20210105 DATE AS OF CHANGE: 20210105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38067 FILM NUMBER: 21508255 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC CENTRAL INDEX KEY: 0001682115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38067 FILM NUMBER: 21508256 BUSINESS ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-739-6400 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Verona Pharma plc CENTRAL INDEX KEY: 0001657312 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 MORE LONDON RIVERSIDE CITY: LONDON STATE: X0 ZIP: SE1 2RE BUSINESS PHONE: 011-44-0-2032834200 MAIL ADDRESS: STREET 1: 3 MORE LONDON RIVERSIDE CITY: LONDON STATE: X0 ZIP: SE1 2RE 3 1 ownership.xml X0206 3 2021-01-01 0 0001657312 Verona Pharma plc VRNA 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022-4629 1 0 1 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE, 54TH FLOOR NEW YORK NY 10022 1 0 1 0 Ordinary Shares 40225392 I See Footnotes Ordinary Share Warrant (right to buy) 2.3550 2017-05-02 2022-05-02 Ordinary Shares 1867939 I See footnotes Consists of 5,028,174 American Depository Shares ("ADSs") held of record by OrbiMed Private Investments VI, LP ("OPI VI"). Each ADS represents eight (8) Ordinary Shares of the Issuer. These securities are held of record by OPI VI. OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI and OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VI. By virtue of such relationships, GP VI and OrbiMed Advisors may be deemed to have voting 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 its 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 securities held by OPI VI. This report on Form 4 is jointly filed by OrbiMed Advisors and GP VI. 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. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. The Reporting Persons have designated Rishi Gupta, an employee of OrbiMed Advisors, to serve on the Issuer's board of directors. The exercise price of the warrants is GBP 1.7238 per Ordinary Share. The amount in column 4 is converted to USD using the exchange rate as of December 31, 2020 as reported by the H. 10 statistical release of the Board of Governors of the Federal Reserve System. /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Advisors LLC 2021-01-05 /s/ Douglas Coon, Chief Compliance Officer, OrbiMed Capital GP VI LLC 2021-01-05