Filing Details

Accession Number:
0000899243-21-022071
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-06-04 17:01:01
Reporting Period:
2021-01-29
Accepted Time:
2021-06-04 17:01:01
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1847903 Centessa Pharmaceuticals Plc CNTA () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1601521 Francesco Rubertis De C/o Centessa Pharmaceuticals Plc
3Rd Floor, 1 Ashley Rd, Altrincham
Cheshire X0 WA14 2DT
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Ordinary Shares Acquisiton 2021-06-02 1,886,990 $0.00 3,155,532 No 4 C Indirect See footnote
Ordinary Shares Acquisiton 2021-06-02 44,828 $0.00 74,964 No 4 C Indirect See footnote
Ordinary Shares Acquisiton 2021-06-02 586,077 $20.00 3,741,609 No 4 P Indirect See footnote
Ordinary Shares Acquisiton 2021-06-02 13,923 $20.00 88,887 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnote
No 4 C Indirect See footnote
No 4 P Indirect See footnote
No 4 P Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Ordinary Shares Series A Preferred Shares Acquisiton 2021-01-29 1,886,990 $11.00 1,886,990 $0.00
Ordinary Shares Series A Preferred Shares Acquisiton 2021-01-29 44,828 $11.00 44,828 $0.00
Ordinary Shares Series A Preferred Shares Disposition 2021-06-02 1,886,990 $0.00 1,886,990 $0.00
Ordinary Shares Series A Preferred Shares Disposition 2021-06-02 44,828 $0.00 44,828 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,886,990 No 4 A Indirect
44,828 No 4 A Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Ordinary Shares 4,398,519 Indirect See footnote
Ordinary Shares 55,677 Indirect See footnote
Ordinary Shares 9,403,092 Indirect See footnote
Ordinary Shares 236,108 Indirect See footnote
Footnotes
  1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
  2. Immediately prior to the closing of the initial public offering, the Series A Preferred Shares automatically converted on a one-to-one basis into Ordinary Shares without payment or further consideration. The Series A Preferred Shares had no expiration date.
  3. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Manager is the sole manager of Medicxi Growth I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  4. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  5. Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager"), is the sole manager of Medicxi Ventures I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  6. Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  7. Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  8. Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of and Medicxi Secondary Co-Invest I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
  9. This transaction occurred prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934 and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
  10. On May 20, 2021, the Issuer effected a share capital reorganization, which had the effect of a one for two reverse share split of the Issuer's share capital ("Share Split"). This amount has been adjusted to give effect to the Share Split.