UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.         )*

Verona Pharma plc

(Name of Issuer)

Ordinary Shares, nominal value £0.05 per share

American Depositary Shares, each representing eight Ordinary Shares

(Title of Class of Securities)

925050106

(CUSIP Number)

Peter Haahr

Novo Holdings A/S

Tuborg Havnevej 19

Hellerup, Denmark DK-2900

+45 3527 6592

Copy to:

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

650 Town Center Drive, 20^th Floor

Costa Mesa, CA 92626

Telephone: (714) 540-1235

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 1, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 925050106

2

Preliminary Note

Novo Holdings A/S has previously filed a Schedule 13G on May 9, 2017, as amended on February 6, 2018, regarding its beneficial ownership of the Issuer’s securities. This Schedule 13D is being filed to amend the Schedule 13G to reflect that Martin Edwards, a part-time employee of Novo Holdings A/S, is joining the Board of Directors of the Issuer effective as of April 1, 2019. Mr. Edwards’ appointment to the Board of the Issuer is not at the request of Novo Holdings A/S and Mr. Edwards is not a designee of Novo Holdings A/S. Mr. Edwards is not deemed to be a beneficial owner of the securities held by Novo Holdings A/S. There has been no change in the securities held by Novo Holdings A/S since the closing of the Issuer’s initial public offering on May 2, 2017 (“IPO”).

Item 1. Security and Issuer

This Schedule 13D relates to the ordinary shares, nominal value £0.05 per share, of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”). The Issuer’s principal office is located at 3 More London Riverside, London SE1 2RE, United Kingdom. Certain ordinary shares are represented by ADRs, with each ADR representing eight ordinary shares. The ADRs are listed on the NASDAQ Global Select Market under the ticker symbol “VRNA”.

Item 2. Identity and Background

Novo Holdings A/S is a Danish limited liability company that is wholly owned by Novo Nordisk Fonden (the “Foundation”), a Danish commercial foundation. Novo Holdings A/S is the holding company in the group of Novo companies (currently comprised of Novo Nordisk A/S, Novozymes A/S and NNIT A/S) and is responsible for managing the Foundation’s assets, including its financial assets. Based on the governance structure of Novo Holdings A/S and the Foundation, the Foundation is not deemed to have any beneficial ownership of the securities of the Issuer held by Novo Holdings A/S.

The name of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

The residence or business address of each director and executive officer of both Novo Holdings A/S and the Foundation is set forth on Schedule I to this Schedule 13D.

The Foundation is a Danish self-governing and profit-making foundation, whose objectives are to provide a stable basis for commercial and research activities undertaken by the group of Novo companies and to support scientific, humanitarian and social purposes through grants.

Item 3. Source and Amount of Funds or Other Consideration

In July 2016, prior to the Issuer’s IPO, Novo Holdings A/S purchased 6,464,065 Units, at a price of £1.4365 per Unit. Each Unit represented one ordinary share and a warrant to purchase 0.4 of an ordinary share at a price of £1.7238. Each warrant is exercisable beginning upon the closing of the IPO and will expire on the fifth anniversary of the IPO. As a result, since prior to the IPO, Novo Holdings A/S has held: (i) 6,464,065 ordinary shares; and (ii) warrants to purchase 1,769,626 ordinary shares.

3

On May 2, 2017, the closing date of the Issuer’s IPO, Novo Holdings A/S purchased from the underwriters in the offering 740,740 ADRs at a price of $13.50 per ADR; each ADR represent 8 ordinary shares (totaling 5,925,920 ordinary shares).

Item 4. Purpose of Transaction

The acquisitions of Issuer securities made by Novo Holdings A/S, as described in this Schedule 13D, were for investment purposes. Novo Holdings A/S intends to review its investments in the Issuer on a continuing basis and any actions Novo Holdings A/S might undertake will be dependent upon its review of numerous factors from time to time, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Novo Holdings A/S may, at any time and from time to time, acquire additional securities of the Issuer, or retain or sell all or a portion of the securities of the Issuer then held, in the open market or in privately negotiated transactions. Other than as described herein, Novo Holdings A/S currently does not have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, Novo Holdings A/S may change its purpose or formulate different plans or proposals with respect thereto at any time.

Martin Edwards, a member of the board of directors of the Issuer as of April 1, 2019, is a part time employee of Novo Holdings A/S. Mr. Edwards’ appointment to the Board of the Issuer is not at the request of Novo Holdings A/S and Mr. Edwards is not a designee of Novo Holdings A/S. Mr. Edwards is not deemed a beneficial owner of, and does not have a reportable pecuniary interest in, the Novo Shares (as defined below).

Item 5. Interest in Securities of the Issuer

(a)    Novo Holdings A/S beneficially owns 14,159,611 ordinary shares (the “Novo Shares”), representing approximately 13.21% of the Issuer’s outstanding ordinary shares, based upon 105,381,250 ordinary shares outstanding as of March 25, 2019, reported in the Issuer’s Form 6-K filed with the SEC on March 26, 2019.

The Novo Shares consist of (a) 6,464,065 ordinary shares, (b) 740,740 ADRs that each represent 8 ordinary shares (totaling 5,925,920 ordinary shares) and (c) vested warrants to purchase 1,769,626 ordinary shares (or 221,203 ADRs, at the election of Novo Holdings A/S) held directly by Novo Holdings A/S.

(b)    Novo Holdings A/S is a Danish limited liability company wholly owned by the Novo Nordisk Foundation. Novo Holdings A/S, through its Board of Directors (the “Novo Board”), has the sole power to vote and dispose of the Novo Shares. The Novo Board may exercise voting and dispositive control over the Novo Shares with approval by a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Novo Shares.

(c)    Novo Holdings A/S has not effected any transactions in the Issuer’s ordinary shares within the past 60 days and neither the Foundation nor any person listed on Schedule I has effected any transactions in the Issuer’s ordinary shares within the past 60 days.

(d)    Novo Holdings A/S does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Issuer’s ordinary shares held in the name of the Novo Holdings A/S and reported herein.

(e)    Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

4

Item 7. Material to be Filed as Exhibits.

Not applicable.

5

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Schedule I

Information regarding each director and executive officer of both Novo Holdings A/S and the Novo Nordisk Foundation is set forth below.

Novo Holdings A/S

Novo Nordisk Foundation