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* Sinclair Andrew (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)

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
Share Options (Right to Buy)	(1)	09/24/2030	Ordinary Shares	185,600(2)	$0.79(2)	D

Explanation of Responses:

1. The option vests and becomes exercisable as to 50% on November 1, 2020, 25% on February 1, 2021, and 25% on May 1, 2021.

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

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Claire Poll, Attorney-in-fact for Andrew Sinclair	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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