Sec Form 13G Filing - Access Industries Holdings LLC filing for Verona Pharma plc (VRNA) - 2020-07-24

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The CUSIP number is for the American Depositary Shares that trade on the NASDAQ Global Market, each representing eight ordinary shares. No CUSIP number has been assigned to the ordinary shares.

NAME OF REPORTING PERSON

AI Biotechnology LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

    State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

    0

SHARED VOTING POWER:

    44,444,448

SOLE DISPOSITIVE POWER:

    0

SHARED DISPOSITIVE POWER:

    44,444,448

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

    44,444,448

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

    10.7%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

    OO (Limited Liability Company)

Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

NAME OF REPORTING PERSON

Access Industries Holdings LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

    State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

    0

SHARED VOTING POWER:

    44,444,448

SOLE DISPOSITIVE POWER:

    0

SHARED DISPOSITIVE POWER:

    44,444,448

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

    44,444,448

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

    10.7%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

    OO (Limited Liability Company)

Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

NAME OF REPORTING PERSON

Access Industries Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

    State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

    0

SHARED VOTING POWER:

    44,444,448

SOLE DISPOSITIVE POWER:

    0

SHARED DISPOSITIVE POWER:

    44,444,448

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

    44,444,448

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

    10.7%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

    OO (Limited Liability Company)

Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

NAME OF REPORTING PERSON

Len Blavatnik

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

    0

SHARED VOTING POWER:

    44,444,448

SOLE DISPOSITIVE POWER:

    0

SHARED DISPOSITIVE POWER:

    44,444,448

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

    44,444,448

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

    10.7%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

    OO (Limited Liability Company)

Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount

beneficially

owned

Percent

of class:

Sole
power to
dispose or
to direct
the
disposition

of:

Shared

power to

dispose or

to direct

the

disposition

of:

AI Biotechnology LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

/s/ Alejandro Moreno

Alejandro Moreno / Executive Vice President

/s/ Alejandro Moreno

Alejandro Moreno / Executive Vice President

/s/ Alejandro Moreno

Alejandro Moreno / Executive Vice President

*

Len Blavatnik

The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (filed as Exhibit 99.2 to his Schedule 13G related to the common stock of Pandion Therapeutics, Inc. filed on July 24, 2020).