SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* EBSWORTH DAVID R (Last) (First) (Middle) 3 MORE LONDON RIVERSIDE (Street) LONDON X0 SE1 2RE (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2021	3. Issuer Name and Ticker or Trading Symbol Verona Pharma plc [ VRNA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	707,739(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	05/02/2017	05/02/2022	Ordinary Shares	4,920(3)	$2.3289(4)	D

Explanation of Responses:

1. Consists of (i) 58,000 Ordinary Shares underlying Restricted Share Units, each of which represents a contingent right to receive one (1) Ordinary Share of the Issuer (which may be represented by 7,250 American Depositary Shares ("ADSs")); (ii) 649,736 Ordinary Shares underlying 81,217 American Depositary Shares ("ADSs"); and (iii) 3 Ordinary Shares.

2. Reported securities are represented by ADSs (unless otherwise indicated), each of which represents eight (8) Ordinary Shares of the Issuer.

3. The number of securities underlying the warrant and the exercise price therefor are listed in terms of Ordinary Shares in columns 3 and 4, however, the security may be represented by ADSs, each of which represents eight (8) Ordinary Shares.

4. 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 23, 2020 as reported by the H.10 statistical release of the Board of Governors of the Federal Reserve System.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Claire Poll, Attorney-in-fact for David Ebsworth	01/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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