Amendment: SEC Form SC 13G/A filed by Verona Pharma plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

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)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (“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).

Verona Pharma plc (the “Issuer”)

3 More London Riverside, London SE1 2RE, United Kingdom

The names of the persons filing this report (collectively, the “Reporting Persons”) are: 

RA Capital Management, L.P. (“RA Capital”) 

Peter Kolchinsky 

Rajeev Shah 

RA Capital Healthcare Fund, L.P. (the “Fund”)

The address of the principal business office of each of the Reporting Persons is: 

c/o RA Capital Management, L.P., 200 Berkeley Street, 18^th Floor, Boston MA 02116

RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.

Ordinary Shares, nominal value £0.05 per share (“Ordinary Shares”)

925050106

Not applicable.

The Fund directly holds (i) 5,009,653 American Depository Shares (“ADSs”) that each represent 8 Ordinary Shares (totaling 40,077,224 Ordinary Shares) and (ii) 48,088,896 non-voting ordinary shares (“Non-Voting Ordinary Shares”) that it has the right to redesignate as 48,088,896 Ordinary Shares, subject to a Beneficial Ownership Blocker (as defined below).

The Non-Voting Ordinary Shares may be redesignated as Ordinary Shares at the election of the holder, except that the agreement governing the terms of the redesignation of the Non-Voting Ordinary Shares contains a provision (the “Beneficial Ownership Blocker”) which precludes the redesignation of Non-Voting Ordinary Shares to the extent that, following the election of redesignation, the holder, together with its affiliates and any other person acting together with the holder as a “group” (as defined in the rules under the Securities Exchange Act of 1934 (the “Act”)), would beneficially own more than 9.99% of the Ordinary Shares outstanding (including any Ordinary Shares represented by ADSs). The Reporting Persons are currently prohibited from redesignating the Non-Voting Ordinary Shares to the extent that redesignation would result in beneficial ownership of more than 8,460,090 ADSs (representing a total of 67,680,726 Ordinary Shares) by the Reporting Persons.

The shares reported herein as beneficially owned by the Reporting Persons represent (i) 5,009,653 ADSs (representing 40,077,224 Ordinary Shares), and (ii) 3,450,437 ADSs (representing 27,603,496 Ordinary Shares upon the redesignation of the Non-Voting Ordinary Shares), as limited by the Beneficial Ownership Blocker.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G/A. The beneficial ownership percentages reported are based on the equivalent of 81,235,155 outstanding ADSs (based on a total of 649,881,246 outstanding Ordinary Shares, as reported in the Issuer’s Form 10-Q filed on August 8, 2024 plus (ii) 3,450,437 ADSs (representing 27,603,496 Ordinary Shares) of which the Reporting Persons may currently acquire beneficial ownership upon the redesignation of Non-Voting Ordinary Shares, as limited by the Beneficial Ownership Blocker.

RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Ordinary Shares reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit List

Exhibit 1: Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.