Item 1. Security and Issuer.
This statement relates to the ordinary shares, nominal value £0.05 per share (the "Ordinary Shares"), including Ordinary Shares represented by American Depositary Shares (the "ADSs"), with each ADS representing eight Ordinary Shares, of Verona Pharma plc (the "Issuer") having its principal executive office at 3 More London Riverside, London SE1 2RE, United Kingdom.
Item 2. Identity and Background.
This statement is being filed by:
(a) Growth Equity Opportunities Fund IV, LLC ("GEO");
(b) New Enterprise Associates 15, L.P. ("NEA 15"), which is the sole member of GEO, NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; and NEA 15 GP, LLC ("NEA 15 LLC" and, together with NEA Partners 15, the "Control Entities"), which is the sole general partner of NEA Partners 15; and
(c) Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A Florence, Jr. ("Florence"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Jon M. Sakoda ("Sakoda"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (together, the "Managers"). The Managers are the managers of NEA 15 LLC.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of GEO and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris, Florence and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Makower, Sakoda, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of GEO and NEA 15 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 15 is to act as the sole general partner of NEA 15. The principal business of NEA 15 LLC is to act as the sole general partner of NEA Partners 15. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
GEO and NEA 15 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 15 and NEA Partners 15 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
| CUSIP No. 925050106 | 13D | Page 16 of 23 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
On April 26, 2017, the Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC") by the Issuer (File No. 333-217124) in connection with its initial public offering of 47,399,001 Ordinary Shares (including 46,144,000 Ordinary Shares represented by ADSs) (the "Offering") was declared effective. The closing of the Offering took place on May 2, 2017 (the "Closing"), and at such closing GEO purchased an aggregate of 666,666 ADSs representing 5,333,328 Ordinary Shares at a purchase of $13.50 per ADS. In addition, prior to the Closing, GEO purchased 221,203,271 Ordinary Shares and a certain warrant to purchase, subject to certain limitations, up to an aggregate of 88,481,308 Ordinary Shares, exercisable immediately following the Closing, at a purchase price of £6,355,170. After such purchase, but prior to the Closing, there was a 50 to 1 share consolidation resulting in GEO holding 4,424,065 Ordinary Shares and a warrant to purchase 1,769,626 Ordinary Shares. GEO now holds 9,757,393 Ordinary Shares (the "GEO Ordinary Shares") and a warrant to purchase 1,769,626 Ordinary Shares (the "Warrant Shares" and, together with the GEO Ordinary Shares, the "GEO Shares").
The working capital of GEO was the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the GEO Shares.
Item 4. Purpose of Transaction.
GEO acquired the GEO Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
| CUSIP No. 925050106 | 13D | Page 17 of 23 Pages |
Item 5. Interest in Securities of the Issuer.
GEO is the record owner of the GEO Shares. As the sole member of GEO, NEA 15 may be deemed to own beneficially the GEO Shares. As the general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 15, NEA 15 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 15 LLC, each of the Managers may be deemed to own beneficially the GEO Shares.
Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.
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 100,783,790, which includes (i) 99,014,164 shares of Ordinary Shares reported to be outstanding on the Issuer's prospectus supplement filed under Rule 424(b)(4), filed with the SEC on April 28, 2017 and (ii) the Warrant Shares.
| (b) | Regarding the number of shares as to which such person has: |
| (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 |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Shares beneficially owned by any of the Reporting Persons. |
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
GEO has entered into a lock-up agreement with the underwriters of the Offering pursuant to which GEO has generally agreed, subject to certain exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the ADSs or ordinary shares of such other securities for a period of 180 days after April 26, 2017 without the prior written consent of Jeffries LLC and Stifel, Nicolaus & Company, Incorporated.
Item 7. Material to be Filed as Exhibits.
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.
| CUSIP No. 925050106 | 13D | Page 18 of 23 Pages |
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.
EXECUTED this 9th day of May, 2017.
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
| By: | NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member |
By: NEA PARTNERS 15, L.P.
General Partner
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P.
General Partner |
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
| CUSIP No. 925050106 | 13D | Page 19 of 23 Pages |
Peter J. Barris
Forest Baskett
Anthony A. Florence, Jr.
Joshua Makower
David A. Mott
Jon M. Sakoda
Scott D. Sandell
Peter W. Sonsini
Ravi Viswanathan
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
| CUSIP No. 925050106 | 13D | Page 20 of 23 Pages |
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Verona Pharma plc.
EXECUTED this 9th day of May, 2017.
GROWTH EQUITY OPPORTUNITIES FUND IV, LLC
| By: | NEW ENTERPRISE ASSOCIATES 15, L.P.
Sole Member |
By: NEA PARTNERS 15, L.P.
General Partner
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P.
General Partner |
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC
General Partner |
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
| CUSIP No. 925050106 | 13D | Page 21 of 23 Pages |
Peter J. Barris
Forest Baskett
Anthony A. Florence, Jr.
Joshua Makower
David A. Mott
Jon M. Sakoda
Scott D. Sandell
Peter W. Sonsini
Ravi Viswanathan
*/s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
| CUSIP No. 925050106 | 13D | Page 22 of 23 Pages |
EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali Behbahani
/s/ Colin Bryant
Colin Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence, Jr.
Anthony A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
| CUSIP No. 925050106 | 13D | Page 23 of 23 Pages |
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang
