SEC Form SC 13G filed by Verona Pharma plc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Verona Pharma plc
(Name of Issuer)
Ordinary shares, nominal value £0.05 per share
(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:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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 CUSIP number is for the American Depositary Shares that trade on the NASDAQ Global Market, each representing eight ordinary shares. No CUSIP number has been assigned to the ordinary shares. |
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).
| CUSIP No. 925050106 |
| 1 |
NAMES OF REPORTING PERSONS
Maverick Capital, Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
33,727,784 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
33,727,784 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,727,784 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA | |||||
CUSIP No. 925050106
| 1 |
NAMES OF REPORTING PERSONS
Maverick Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Texas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
33,727,784 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
33,727,784 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,727,784 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC | |||||
CUSIP No. 925050106
| 1 |
NAMES OF REPORTING PERSONS
Lee S. Ainslie III | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
33,727,784 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
33,727,784 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,727,784 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| Item 1(a). | Name of Issuer: |
Verona Pharma plc
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3 More London Riverside
London SE1 2RE
United Kingdom
| Item 2(a). | Names of Persons Filing: |
This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):
| (i) | Maverick Capital, Ltd.; |
| (ii) | Maverick Capital Management, LLC; and |
| (iii) | Lee S. Ainslie III (“Mr. Ainslie”). |
The Schedule 13G relates to the shares of Ordinary Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.’s clients.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 1900 N. Pearl Street, 20th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie is 360 South Rosemary Ave., Suite 1440, West Palm Beach, Florida 33401.
| Item 2(c). | Citizenship: |
| (i) | Maverick Capital, Ltd. is a Texas limited partnership; |
| (ii) | Maverick Capital Management, LLC is a Texas limited liability company; and |
| (iii) | Mr. Ainslie is a citizen of the United States. |
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, nominal value £0.05 per share (“Ordinary Shares”)
| Item 2(e). | CUSIP Number: |
925050106
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) |
☒ |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) |
☒ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) |
☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) |
☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) |
☐ |
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) |
☐ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
| Item 4. | Ownership. |
Ownership as of September 30, 2024 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Persons. The Ordinary Shares are held in the form of 4,215,973 American Depositary Shares, with each ADS representing eight Ordinary Shares. The ownership percentages are based on 649,881,246 outstanding Ordinary Shares, which if all held in ADS form would be represented by 81,235,156 ADSs, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2024.
Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the shares of Ordinary Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is the manager of Maverick Capital Management, LLC.
| Item 5. | Ownership of Five Percent or Less of a Class. |
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 ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
Date: November 14, 2024
| MAVERICK CAPITAL, LTD. | ||
| By: Maverick Capital Management, LLC, its General Partner | ||
| By: Lee S. Ainslie III, Manager | ||
| By: | /s/ Trevor Wiessmann | |
| Trevor Wiessmann | ||
| Under Power of Attorney dated March 15, 2018 | ||
| MAVERICK CAPITAL MANAGEMENT, LLC | ||
| By: | Lee S. Ainslie III, Manager | |
| By: | /s/ Trevor Wiessmann | |
| Trevor Wiessmann | ||
| Under Power of Attorney dated March 15, 2018 | ||
| LEE S. AINSLIE III | ||
| By: | /s/ Trevor Wiessmann | |
| Trevor Wiessmann | ||
| Under Power of Attorney dated March 15, 2018 | ||
EXHIBIT INDEX
| A. | Joint Filing Agreement, dated November 14, 2024, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC and Lee S. Ainslie III. |
| B. | Power of Attorney, Lee S. Ainslie III, dated March 15, 2018. |