Verona Pharma plc — Director's Dealing 2023

May 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Verona Pharma plc (VRNA)
CIK: 0001657312
Period of Report: 2023-05-11

Reporting Person: Gupta Rishi (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-11	Ordinary Shares	S	80000	$22.26	Disposed	4180691	Indirect
2023-05-12	Ordinary Shares	S	43200	$21.64	Disposed	4137491	Indirect
2023-05-15	Ordinary Shares	S	14400	$21.96	Disposed	4123091	Indirect
2023-05-15	Ordinary Shares	S	345313	$20.00	Disposed	3777778	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: 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.

F3: Each of the Reporting Person, OrbiMed Advisors, and OrbiMed GP 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 his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.