0000947871-22-001257.txt : 20221227
0000947871-22-001257.hdr.sgml : 20221227
20221227173820
ACCESSION NUMBER: 0000947871-22-001257
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221222
FILED AS OF DATE: 20221227
DATE AS OF CHANGE: 20221227
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38067
FILM NUMBER: 221491159
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC
CENTRAL INDEX KEY: 0001682115
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38067
FILM NUMBER: 221491158
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Verona Pharma plc
CENTRAL INDEX KEY: 0001657312
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: X0
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3 MORE LONDON RIVERSIDE
CITY: LONDON
STATE: X0
ZIP: SE1 2RE
BUSINESS PHONE: 011-44-0-2032834200
MAIL ADDRESS:
STREET 1: 3 MORE LONDON RIVERSIDE
CITY: LONDON
STATE: X0
ZIP: SE1 2RE
4
1
ownership.xml
X0306
4
2022-12-22
0
0001657312
Verona Pharma plc
VRNA
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Ordinary Shares
2022-12-22
4
S
0
3284800
21.71
D
36940592
I
See footnotes
Ordinary Shares
2022-12-22
4
S
0
684696
22.07
D
36255896
I
See footnotes
Ordinary Shares
2022-12-23
4
S
0
961328
22.27
D
35294568
I
See footnotes
Ordinary Shares
2022-12-23
4
S
0
1116048
23.23
D
34178520
I
See footnotes
Ordinary Shares
2022-12-23
4
S
0
92992
24.11
D
34085528
I
See footnotes
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.
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.
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.
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.
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.
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.
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.
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.
/s/ Carl L. Gordon, Member of OrbiMed Advisors LLC
2022-12-27
/s/ Carl L. Gordon, Member of OrbiMed Capital GP VI LLC
2022-12-27