| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Verona Pharma Plc (Name of Issuer) |
Ordinary Shares, nominal value 0.05 GBP per share (Title of Class of Securities) |
925050106 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 25,028,128.00 | ||||||||
| 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) 3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 25,028,128.00 | ||||||||
| 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) 3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC |
SCHEDULE 13G |
| 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 | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 25,028,128.00 | ||||||||
| 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) 3.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Verona Pharma Plc | |
| (b) | Address of issuer's principal executive
offices: 3 More London Riverside, London SE1 2RE, United Kingdom | |
| Item 2. | ||
| (a) | Name of person 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. ("Maverick");
(ii) Maverick Capital Management, LLC ("Maverick Capital Management"); and
(iii) Lee S. Ainslie III ("Mr. Ainslie").
This Schedule 13G relates to Ordinary Shares (as defined herein) held for the accounts of Maverick's clients. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of (i) Maverick and Maverick Capital Management 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. | |
| (c) | Citizenship: (i) Maverick is a Texas limited partnership;
(ii) Maverick Capital Management is a Texas limited liability company; and
(iii) Mr. Ainslie is a United States citizen. | |
| (d) | Title of class of securities: Ordinary Shares, nominal value 0.05 GBP per share | |
| (e) | CUSIP No.: 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 adviser 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 associations 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Ownership as of December 31, 2024 is incorporated by reference to items (5) - (9) and (11) of the cover page of the Reporting Persons. The Ordinary Shares, nominal value 0.05 GBP per share (the "Ordinary Shares"), of Verona Pharma Plc (the "Issuer") are held in the form of 3,128,516 American Depositary Shares, with each ADS representing eight Ordinary Shares. The ownership percentages are based on 654,649,358 outstanding Ordinary Shares, which if all held in ADS form would be represented by 81,831,170 ADSs, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024.The CUSIP number contained herein is for the ADSs that trade on the NASDAQ Global Market, each representing eight Ordinary Shares. No CUSIP number has been assigned to the Ordinary Shares.
Maverick is the investment advisor of (i) Maverick Fund USA, Ltd, a Texas limited partnership, which holds 703,641 ADSs representing 5,629,128 Ordinary Shares, (ii) Maverick Fund II, Ltd., a Cayman exempt corporation, which holds 630,334 ADSs representing 5,042,672 Ordinary Shares, (iii) Maverick Long Enhanced Fund, Ltd, a Cayman exempt corporation, which holds 709,882 ADSs representing 5,679,056 Ordinary Shares, (iv) Maverick HP, L.P., a Delaware limited partnership, which holds 602,630 ADSs representing 4,821,040 Ordinary Shares, (v) Maverick Long Fund, Ltd., a Cayman exempt corporation, which holds 355,934 ADSs representing 2,847,472 Ordinary Shares, and (vi) certain separately managed accounts which collectively hold 126,095 ADSs representing 1,008,760 Ordinary Shares.
Maverick 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 Ordinary Shares which are the subject of this filing through the investment discretion it exercises over its clients' accounts. Maverick Capital Management is the General Partner of Maverick. Mr. Ainslie is the manager of Maverick Capital Management and the Managing Partner of Maverick. | |
| (b) | Percent of class: Maverick: 3.8%
Maverick Capital Management: 3.8%
Mr. Ainslie: 3.8 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Maverick: 0
Maverick Capital Management: 0
Mr. Ainslie: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Maverick: 25,028,128
Maverick Capital Management: 25,028,128
Mr. Ainslie: 25,028,128 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Maverick: 0
Maverick Capital Management: 0
Mr. Ainslie: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Maverick: 25,028,128
Maverick Capital Management: 25,028,128
Mr. Ainslie: 25,028,128 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 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 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. |
| 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. |
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Comments accompanying signature:
*Under Power of Attorney, dated March 15, 2018