0000947871-23-000586.txt : 20230515 0000947871-23-000586.hdr.sgml : 20230515 20230515180749 ACCESSION NUMBER: 0000947871-23-000586 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230511 FILED AS OF DATE: 20230515 DATE AS OF CHANGE: 20230515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC CENTRAL INDEX KEY: 0001055951 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38067 FILM NUMBER: 23924852 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38067 FILM NUMBER: 23924851 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 4 1 ownership.xml X0407 4 2023-05-11 0 0001657312 Verona Pharma plc VRNA 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0001682115 OrbiMed Capital GP VI LLC 601 LEXINGTON AVENUE 54TH FLOOR NEW YORK NY 10022 1 0 0 0 0 Ordinary Shares 2023-05-11 4 S 0 80000 22.26 D 4180691 I See footnotes Ordinary Shares 2023-05-12 4 S 0 43200 21.64 D 4137491 I See footnotes Ordinary Shares 2023-05-15 4 S 0 14400 21.96 D 4123091 I See footnotes Ordinary Shares 2023-05-15 4 S 0 345313 20 D 3777778 I See 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. 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 purposes of Section 16 of the Exchange Act, or for any other purpose. /s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 2023-05-15 /s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC 2023-05-15