Sec Form 4 Filing - ORBIMED ADVISORS LLC @ Verona Pharma plc - 2022-12-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ORBIMED ADVISORS LLC
2. Issuer Name and Ticker or Trading Symbol
Verona Pharma plc [ VRNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
601 LEXINGTON AVENUE, 54TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/22/2022
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 12/22/2022 S 3,284,800( 1 ) D $ 21.71( 2 ) 36,940,592( 1 ) I See footnotes( 7 )( 8 )
Ordinary Shares 12/22/2022 S 684,696( 1 ) D $ 22.07( 3 ) 36,255,896( 1 ) I See footnotes( 7 )( 8 )
Ordinary Shares 12/23/2022 S 961,328( 1 ) D $ 22.27( 4 ) 35,294,568( 1 ) I See footnotes( 7 )( 8 )
Ordinary Shares 12/23/2022 S 1,116,048( 1 ) D $ 23.23( 5 ) 34,178,520( 1 ) I See footnotes( 7 )( 8 )
Ordinary Shares 12/23/2022 S 92,992( 1 ) D $ 24.11( 6 ) 34,085,528( 1 ) I See footnotes( 7 )( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC 12/27/2022
Signature of Reporting Person Date
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC 12/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $21.00 to a high of $21.99 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
( 3 )Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $22.00 to a high of $22.26 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
( 4 )Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $21.89 to a high of $22.87 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
( 5 )Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $22.89 to a high of $23.88 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
( 6 )Represents the weighted average sale price of the Ordinary Shares sold, ranging from a low of $23.90 to a high of $24.35 per Ordinary Share. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, to provide full information regarding the number of Ordinary Shares sold at each separate price.
( 7 )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.
( 8 )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 purpose of Section 16 of the Exchange Act, or for any other purpose.

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