Verona Pharma plc
4.99%
32,679,649
1657312
925050106
Jan 15, 2025
Jan 21, 2025, 08:33 PM
Reporting Persons (17)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Growth Equity Opportunities 17, LLC | Other | 4.99% | 32,678,025 | 0 | 32,678,025 |
| New Enterprise Associates 17, L.P. | Partnership | 4.99% | 32,678,025 | 0 | 32,678,025 |
| NEA Partners 17, L.P. | Partnership | 4.99% | 32,678,025 | 0 | 32,678,025 |
| NEA 17 GP, LLC | Other | 4.99% | 32,678,025 | 0 | 32,678,025 |
| Growth Equity Opportunities Fund IV, LLC | Other | 4.99% | 32,678,025 | 0 | 32,678,025 |
| New Enterprise Associates 15, L.P. | Partnership | 4.99% | 32,678,025 | 0 | 32,678,025 |
| NEA Partners 15, L.P. | Partnership | 4.99% | 32,678,025 | 0 | 32,678,025 |
| NEA 15 GP, LLC | Other | 4.99% | 32,678,025 | 0 | 32,678,025 |
| Forest Baskett | Individual | 4.99% | 32,678,025 | 0 | 32,678,025 |
| Anthony A. Florence, Jr. | Individual | 4.99% | 32,678,025 | 0 | 32,678,025 |
| Mohamad H. Makhzoumi | Individual | 4.99% | 32,678,393 | 368 | 32,678,025 |
| Scott D. Sandell | Individual | 4.99% | 32,679,649 | 1,624 | 32,678,025 |
| Paul Walker | Individual | 3.90% | 25,541,720 | 368 | 25,541,352 |
| Edward T. Mathers | Individual | 3.90% | 25,541,720 | 368 | 25,541,352 |
| Ali Behbahani | Individual | 3.90% | 25,541,720 | 368 | 25,541,352 |
| Carmen Chang | Individual | 3.90% | 25,541,648 | 296 | 25,541,352 |
| Rick Yang | Individual | 3.90% | 25,541,584 | 232 | 25,541,352 |
Disclosure Items (4)
Ordinary Shares, nominal value 0.05 GBP
Verona Pharma plc
Growth Equity Opportunities Fund IV, LLC ("GEO 15"), Growth Equity Opportunities 17, LLC ("GEO 17" and, together with GEO 15, the "GEO Entities"); New Enterprise Associates 15, L.P. ("NEA 15"), which is the sole member of GEO 15, New Enterprise Associates 17, L.P. ("NEA 17" and, together with NEA 15, the "Funds"), which is the sole member of GEO 17; NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15, NEA Partners 17, L.P. ("NEA Partners 17" and, together with NEA Partners 15, the "GPLPs"), which is the sole general partner of NEA 17; NEA 15 GP, LLC ("NEA 15 LLC"), which is the sole general partner of NEA Partners 15, and NEA 17 GP, LLC ("NEA 17 LLC," and together with NEA 15 LLC, the "GP LLCs" and, collectively with the GPLPs, the "Control Entities"), which is the sole general partner of NEA Partners 17; and Forest Baskett ("Baskett"), Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Edward T. Mathers ("Mathers"), Scott D. Sandell ("Sandell"), Paul Walker ("Walker") and Rick Yang ("Yang") (together, the "Managers"). Baskett, Florence, Makhzoumi and Sandell (the "Dual Managers") are managers of the GP LLCs. Behbahani, Chang, Mathers, Walker and Yang are managers of NEA 17 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
Item 5(a) of the Schedule 13D is amended and supplemented as follows: The aggregate number of Ordinary Shares of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 11 of such Reporting Person's Cover sheet. The percentage of outstanding Ordinary Shares of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 654,649,358 Ordinary Shares reported by the Issuer to be outstanding as of October 28, 2024, on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024. As of January 21, 2025, Behbahani, Makhzoumi, Mathers and Walker are each the record owner of ADSs representing 368 Ordinary Shares; Chang is the record owner of ADSs representing 296 Ordinary Shares; Yang is the record owner of ADSs representing 232 Ordinary Shares; and the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), is the record owner of ADSs representing 1,624 Ordinary Shares (the "Blue Mountain Trust Shares"). Sandell may be deemed to own beneficially the Blue Mountain Trust Shares as trustee of the Blue Mountain Trust.
(i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets.
On January 16, 2025, GEO 15 made a distribution of ADSs representing 2,620,720 Ordinary Shares to NEA 15, which made a pro rata distribution of the shares to its general partner and limited partners for no consideration. Also on January 16, 2025, GEO 17 made a distribution of ADSs representing 9,379,280 Ordinary Shares to NEA 17, which made a pro rata distribution to its general partner and limited partners for no consideration. Following these distributions, each of the Reporting Persons ceased to beneficially own five percent (5%) or more of the Issuer's Ordinary Shares.
January 16, 2025
Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.