Marella Thorell - May 27, 2021 Form 4 Insider Report for Centessa Pharmaceuticals plc (CNTA)

Role
Chief Accounting Officer
Signature
/s/ Marella Thorell
Stock symbol
CNTA
Transactions as of
May 27, 2021
Transactions value $
$0
Form type
4
Date filed
6/1/2021, 08:47 PM
Next filing
Jun 4, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CNTA Share Option (right to buy) Award $0 +59K $0.00 59K Jan 29, 2021 Ordinary Shares 59K $4.11 Direct F1, F2, F3, F4, F5
transaction CNTA Share Option (right to buy) Award $0 +9.49K $0.00 9.49K Jan 29, 2021 Ordinary Shares 9.49K $4.87 Direct F1, F2, F4, F5, F6
transaction CNTA Share Option (right to buy) Award $0 +208K $0.00 208K Feb 19, 2021 Ordinary Shares 208K $5.84 Direct F1, F2, F4, F5, F7
transaction CNTA Share Option (right to buy) Award $0 +138K $0.00 138K May 27, 2021 Ordinary Shares 138K $20.00 Direct F4, F5, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 ("Stock Split"). This amount has been adjusted to give effect to the Stock Split.
F2 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.
F3 56.25% of the shares subject to such option are vested as of January 29, 2021. The remaining 43.75% of the shares subject to such option shall vest and become exercisable monthly beginning on February 1, 2021.
F4 Represents A Ordinary Shares that will be redesignated as Ordinary Shares immediately prior to the closing of the initial public offering.
F5 The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
F6 25% of the shares subject to such option are vested as of January 29, 2021. The remaining 75% of the shares subject to such option shall vest and become exercisable monthly beginning on February 1, 2021.
F7 25% of the shares subject to such option shall vest and become exercisable on February 19, 2022 and the remaining 75% of the shares subject to such option shall vest and become exercisable in 36 monthly installments on the first day of each month thereafter.
F8 25% of the shares subject to such option shall vest and become exercisable on February 1, 2022 and the remaining 75% of the shares subject to such option shall vest and become exercisable in 36 monthly installments on the first day of each month thereafter.