Verona Pharma (VRNA) SC 13G Verona Pharma / Access Industries ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

VERONA PHARMA PLC

(Name of Issuer)

Ordinary Shares, nominal value £0.05 per share

(Title of Class of Securities)

925050106**

(CUSIP Number)

July 22, 2020

(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 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 on 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, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

Schedule 13G

CUSIP No. 925050106 Page 2 of 9

1.	NAME OF REPORTING PERSON AI Biotechnology 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:     State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER:     0
		6.	SHARED VOTING POWER:     44,444,448
		7.	SOLE DISPOSITIVE POWER:     0
		8.	SHARED DISPOSITIVE POWER:     44,444,448
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     44,444,448
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):     10.7%(1)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     OO (Limited Liability Company)

(1) Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

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Schedule 13G

CUSIP No. 925050106 Page 3 of 9

1.	NAME OF REPORTING PERSON Access Industries Holdings 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:     State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER:     0
		6.	SHARED VOTING POWER:     44,444,448
		7.	SOLE DISPOSITIVE POWER:     0
		8.	SHARED DISPOSITIVE POWER:     44,444,448
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     44,444,448
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):     10.7%(1)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     OO (Limited Liability Company)

(1) Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

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Schedule 13G

CUSIP No. 925050106 Page 4 of 9

1.	NAME OF REPORTING PERSON Access Industries 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:     State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER:     0
		6.	SHARED VOTING POWER:     44,444,448
		7.	SOLE DISPOSITIVE POWER:     0
		8.	SHARED DISPOSITIVE POWER:     44,444,448
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     44,444,448
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):     10.7%(1)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     OO (Limited Liability Company)

(1) Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

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Schedule 13G

CUSIP No. 925050106 Page 5 of 9

1.	NAME OF REPORTING PERSON Len Blavatnik
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:     44,444,448
		7.	SOLE DISPOSITIVE POWER:     0
		8.	SHARED DISPOSITIVE POWER:     44,444,448
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     44,444,448
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):    ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):     10.7%(1)
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):     OO (Limited Liability Company)

(1) Based on 414,278,294 of the Issuer’s voting Ordinary Shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

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Schedule 13G

CUSIP No. 925050106 Page 6 of 9

Item 1

(a) Name of Issuer:

Verona Pharma Plc (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices:

3 More London Riverside

London SE1 2RE

United Kingdom

Item 2

(a) Name of Person Filing:

Each of the following is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

AI Biotechnology LLC

Access Industries Holdings LLC

Access Industries Management, LLC

Len Blavatnik

(b) Address of Principal Business Office or, if none, Residence:

The address of each of the Reporting Persons is:

c/o Access Industries, Inc.

40 West 57^th Street, 28^th Floor

New York, NY 10019

(c) Citizenship:

Mr. Blavatnik is a citizen of the United States of America. Each of the other Reporting Persons is organized under the laws of the State of Delaware.

(d) Title of Class of Securities:

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

(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:

Not applicable.

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Schedule 13G

CUSIP No. 925050106 Page 7 of 9

Item 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of the Issuer’s Ordinary Shares as of July 21, 2020, based on 414,278,294 of the Issuer’s voting ordinary shares outstanding as of July 22, 2020, as reported in the Issuer’s press release dated July 22, 2020.

Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
AI Biotechnology LLC		44,444,448		10.7	%		0		44,444,448		0		44,444,448
Access Industries Holdings LLC		44,444,448		10.7	%		0		44,444,448		0		44,444,448
Access Industries Management, LLC		44,444,448		10.7	%		0		44,444,448		0		44,444,448
Len Blavatnik		44,444,448		10.7	%		0		44,444,448		0		44,444,448

Each of Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own the shares of the Issuer’s Ordinary Shares beneficially owned by AI Biotechnology LLC, a subsidiary in a multi-tier corporate structure of which Access Industries Holdings LLC is the parent holding company and is ultimately managed by Access Industries Management, LLC and controlled by Mr. Blavatnik.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

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. Certifications.

By signing below the Reporting Persons certify that, to the best of their 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 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 Exchange Act Rule 14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 24, 2020

AI BIOTECHNOLOGY LLC
	By: Access Industries Management, LLC, Its Manager
	/s/ Alejandro Moreno
	Signature
	Alejandro Moreno / Executive Vice President
	Name/Title
ACCESS INDUSTRIES HOLDINGS LLC
	By: Access Industries Management, LLC, Its Manager
	/s/ Alejandro Moreno
	Signature
	Alejandro Moreno / Executive Vice President
	Name/Title
ACCESS INDUSTRIES MANAGEMENT, LLC
	By:
	/s/ Alejandro Moreno
	Signature
	Alejandro Moreno / Executive Vice President
	Name/Title
	*
	Signature
	Len Blavatnik
	Name

* The undersigned, by signing his name hereto, executes this Joint Filing Agreement pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik (filed as Exhibit 99.2 to his Schedule 13G related to the common stock of Pandion Therapeutics, Inc. filed on July 24, 2020).

By:	/s/ Alejandro Moreno
Name:	Alejandro Moreno
	Attorney-in-Fact