Verona Pharma plc — Director's Dealing 2022

Dec 27, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2022-12-22

Reporting Person: ORBIMED ADVISORS LLC (Director)
Reporting Person: OrbiMed Capital GP VI LLC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-22	Ordinary Shares	S	3284800	$21.71	Disposed	36940592	Indirect
2022-12-22	Ordinary Shares	S	684696	$22.07	Disposed	36255896	Indirect
2022-12-23	Ordinary Shares	S	961328	$22.27	Disposed	35294568	Indirect
2022-12-23	Ordinary Shares	S	1116048	$23.23	Disposed	34178520	Indirect
2022-12-23	Ordinary Shares	S	92992	$24.11	Disposed	34085528	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.