Medicxi Ventures Management (Jersey) Ltd - May 27, 2021 Form 3/A - Amendment Insider Report for Centessa Pharmaceuticals plc (CNTA)

Role: 10%+ Owner
Signature: Medicxi Ventures Management (Jersey) Limited, By: /s/ Andrew Jeanne, Its: Director
Stock symbol: CNTA
Transactions as of: May 27, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 6/3/2021, 03:49 PM
Date Of Original Report: May 27, 2021
Next filing: Jun 4, 2021

Transactions Table

Type	Sym	Class	Shares After	Date	Ownership	Footnotes
holding	CNTA	Ordinary Shares	4.4M	May 27, 2021	See footnote	F1, F2, F3
holding	CNTA	Ordinary Shares	55.7K	May 27, 2021	See footnote	F1, F2, F4
holding	CNTA	Ordinary Shares	1.27M	May 27, 2021	See footnote	F1, F2, F5
holding	CNTA	Ordinary Shares	30.1K	May 27, 2021	See footnote	F1, F2, F6
holding	CNTA	Ordinary Shares	9.4M	May 27, 2021	See footnote	F1, F2, F7
holding	CNTA	Ordinary Shares	236K	May 27, 2021	See footnote	F1, F2, F8

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
holding	CNTA	Series A Preferred Shares							May 27, 2021	Ordinary Shares	1.89M		See footnote	F2, F5, F9
holding	CNTA	Series A Preferred Shares							May 27, 2021	Ordinary Shares	44.8K		See footnote	F2, F6, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents A Ordinary Shares that will be redesignated as Ordinary Shares immediately prior to the closing of the initial public offering ("IPO").
F2	Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
F3	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 Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
F4	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 Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
F5	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 Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
F6	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 Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
F7	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 Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
F8	Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I" and, together with Medicxi Ventures I, Medicxi Co-Invest I, Medicxi Growth I, Medicxi Growth Co-Invest I and Medicxi Secondary I, the "Medicxi Funds"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Secondary Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
F9	Immediately prior to the closing of the IPO, Series A Preferred Shares will automatically convert on a one-to-one basis into Ordinary Shares without payment or further consideration. The resulting number of Ordinary Shares of the Issuer are shown in Column 3. The Series A Preferred Shares have no expiration date.

Remarks:

Medicxi Ventures (UK) LLP and Medicxi Ventures (Jersey) Limited act as sub-advisers to Index Ventures Life VI (Jersey) Limited, which acts as the adviser to Index Ventures Life VI (Jersey) LP, and as such, Index Ventures Life VI and Yucca (Jersey) SLP, each of which hold Ordinary Shares and/or Series A Preferred Shares as of the date hereof, and the Medicxi Funds may be deemed to be members of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. This amendment to Form 3 is being filed to include each of Medicxi Secondary Co-Invest I and MSI GP as Reporting Persons.