Sec Form 3/A Filing - Sinclair Andrew @ Verona Pharma plc - 2021-01-01

FORM 3/A 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 Sinclair Andrew 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) 3 MORE LONDON RIVERSIDE 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (Street) LONDON, X0SE1 2RE 4. If Amendment, Date Original Filed (MM/DD/YY) 01/04/2020 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 19,660,001 ( 1 ) I See footnotes ( 2 ) ( 3 )

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 Ordinary Shares Warrant (right to buy) $ 2.3289 ( 4 ) 05/02/2017 05/02/2022 Ordinary Shares 1,404,221 I See footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sinclair Andrew 3 MORE LONDON RIVERSIDE LONDON, X0SE1 2RE X Signatures /s/ Claire Poll, Attorney-in-fact for Andrew Sinclair 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of (i) 1 Ordinary Share and (ii) 19,660,000 Ordinary Shares underlying 2,457,500 American Depositary Shares (the "ADS"), each of which represents eight (8) Ordinary Shares. ( 2 )Shares are held by Abingworth Bioventures VI, LP ("ABV VI"). Abingworth LLP is the investment manager of ABV VI and has been delegated with all investment and dispositive power over the securities held by ABV VI. Reporting Person is a Partner and Portfolio Manager of Abingworth LLP. ( 3 )An investment committee approves investment and voting decisions by a majority vote, and no individual member has the sole control or voting power over the shares held by ABV VI. From time to time, the investment committee may delegate investment and voting authority over certain securities held by ABV VI to employees of Abingworth subject to the supervision and oversight of the investment committee, including any limits on such authority imposed by the investment committee in its discretion and the right of the investment committee to revoke such authority at any time. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any. ( 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: This Form 3 amendment is being filed to include the indirect holdings of Reporting Person which were inadvertantly omitted from the original Form 3 filing.

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 4(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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