Medicxi Ventures Management (Jersey) Ltd - Jun 2, 2021 Form 4 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: Jun 2, 2021
Transactions value $: $12,000,000
Form type: 4
Date filed: 6/4/2021, 04:30 PM
Previous filing: Jun 3, 2021
Next filing: Oct 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNTA	Ordinary Shares	Conversion of derivative security		+1.89M	+148.75%		3.16M	Jun 2, 2021	See footnote	F1, F2, F3
transaction	CNTA	Ordinary Shares	Conversion of derivative security		+44.8K	+148.75%		75K	Jun 2, 2021	See footnote	F1, F2, F4
transaction	CNTA	Ordinary Shares	Purchase	$11.7M	+586K	+18.57%	$20.00	3.74M	Jun 2, 2021	See footnote	F1, F3
transaction	CNTA	Ordinary Shares	Purchase	$278K	+13.9K	+18.57%	$20.00	88.9K	Jun 2, 2021	See footnote	F1, F4
holding	CNTA	Ordinary Shares						4.4M	Jun 2, 2021	See footnote	F1, F5
holding	CNTA	Ordinary Shares						55.7K	Jun 2, 2021	See footnote	F1, F6
holding	CNTA	Ordinary Shares						9.4M	Jun 2, 2021	See footnote	F1, F7
holding	CNTA	Ordinary Shares						236K	Jun 2, 2021	See footnote	F1, 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
transaction	CNTA	Series A Preferred Shares	Conversion of derivative security	$0	-1.89M	-100%	$0.00^*	0	Jun 2, 2021	Ordinary Shares	1.89M		See footnote	F1, F2, F3
transaction	CNTA	Series A Preferred Shares	Conversion of derivative security	$0	-44.8K	-100%	$0.00^*	0	Jun 2, 2021	Ordinary Shares	44.8K		See footnote	F1, F2, F4

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

Explanation of Responses:

Id	Content
F1	The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
F2	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.
F3	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 Ventures Management (Jersey) Limited, a Jersey limited liability company ("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.
F4	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.
F5	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 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.
F6	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.
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 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.
F8	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.

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 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.