CUSIP No. 925050106
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1
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NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
11,871,112 (1)
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
11,871,112 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,871,112 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.12% (2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IA
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(1)
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Evidenced by (i) 6 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”); (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”); and (iii) 1,250,396 American Depositary Shares (“ADSs”).
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(2)
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This percentage is calculated based upon 104,884,068 outstanding Ordinary Shares (including any such Ordinary Shares represented by ADSs) of the Issuer, as set forth in the Issuer’s Form 6-K, filed with the Securities and Exchange Commission on May 26, 2017, and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons.
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CUSIP No. 925050106
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1
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NAME OF REPORTING PERSONS
OrbiMed Capital GP VI LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS (See Instructions)
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
|
SOLE VOTING POWER
0
|
|||
8
|
SHARED VOTING POWER
11,871,112 (1)
|
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9
|
SOLE DISPOSITIVE POWER
0
|
||||
10
|
SHARED DISPOSITIVE POWER
11,871,112 (1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,871,112 (1)
|
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.12% (2)
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1)
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Evidenced by (i) 6 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”); (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”); and (iii) 1,250,396 American Depositary Shares (“ADSs”).
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(2)
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This percentage is calculated based upon 104,884,068 outstanding Ordinary Shares (including any such Ordinary Shares represented by ADSs) of the Issuer, as set forth in the Issuer’s Form 6-K, filed with the Securities and Exchange Commission on May 26, 2017, and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons.
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 5. |
Interest in Securities of the Issuer
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Item 6. |
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
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Item 7. |
Materials to Be Filed as Exhibits
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Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, and OrbiMed Capital GP VI LLC.
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OrbiMed Advisors LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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OrbiMed Capital GP VI LLC
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By:
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OrbiMed Advisors LLC
its managing member |
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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Name
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Position with Reporting
Person |
Principal Occupation
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Samuel D. Isaly
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Managing Member
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Managing Member
OrbiMed Advisors LLC |
Carl L. Gordon
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Member
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Member
OrbiMed Advisors LLC |
Sven H. Borho
German and Swedish Citizen |
Member
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Member
OrbiMed Advisors LLC |
Jonathan T. Silverstein
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Member
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Member
OrbiMed Advisors LLC |
W. Carter Neild
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Member
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Member
OrbiMed Advisors LLC |
Geoffrey C. Hsu
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Member
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Member
OrbiMed Advisors LLC |
Evan D. Sotiriou
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Chief Financial Officer
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Chief Financial Officer
OrbiMed Advisors LLC |
Exhibit
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Description
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1.
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Joint Filing Agreement among OrbiMed Advisors LLC, and OrbiMed Capital GP VI LLC.
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OrbiMed Advisors LLC
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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OrbiMed Capital GP VI LLC
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By:
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OrbiMed Advisors LLC
its managing member |
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By:
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/s/ Jonathan T. Silverstein
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Name:
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Jonathan T. Silverstein
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Sven H. Borho
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Name:
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Sven H. Borho
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Title:
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Member of OrbiMed Advisors LLC
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By:
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/s/ Carl L. Gordon
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Name:
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Carl L. Gordon
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Title:
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Member of OrbiMed Advisors LLC
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