13D Filing: OrbiMed Advisors and Verona Pharma PLC (VRNA)

Page 2 of 12 – SEC Filing

SCHEDULE 13D
CUSIP No.  925050106
Page 2 of 13 Pages
1
NAME OF REPORTING PERSONS
OrbiMed Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
11,871,112 (1)
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
11,871,112 (1)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,871,112 (1)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8% (2)
14
TYPE OF REPORTING PERSON (See Instructions)
IA
_______________________
(1)
Evidenced by (i) 10,003,174 ordinary shares (“Ordinary Shares”) of Verona Pharma plc, a public limited company organized under the laws of England and Wales (the “Issuer”) and (ii) 1,867,938 Ordinary Shares issuable upon the exercise of warrants to purchase shares (the “Warrants”).
(2)
This percentage is calculated based upon information confirmed to the Reporting Persons by the Issuer, according to which as of May 4, 2017 there were 99,014,200 Ordinary Shares outstanding (including any such Ordinary Shares represented by American Depositary Shares (“ADSs”)) and includes 1,867,938 Ordinary Shares issuable upon the exercise of Warrants beneficially owned by the Reporting Persons. The number of Ordinary Shares outstanding and calculation of percentage ownership assumes no exercise by the underwriters of their option to purchase up to an additional 865,200 ADSs.
Follow Verona Pharma Plc (NASDAQ:VRNA)