Francesco De Rubertis - 29 Jan 2021 Form 4 Insider Report for Centessa Pharmaceuticals plc (CNTA)

Role: Director
Signature: /s/ Marella Thorell, attorney-in-fact
Issuer symbol: CNTA
Transactions as of: 29 Jan 2021
Net transactions value: +$33,249,998
Form type: 4
Filing time: 04 Jun 2021, 17:01:01 UTC
Next filing: 27 May 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNTA	Ordinary Shares	Conversion of derivative security		+1,886,990	+149%		3,155,532	02 Jun 2021	See footnote	F1, F2, F3
transaction	CNTA	Ordinary Shares	Conversion of derivative security		+44,828	+149%		74,964	02 Jun 2021	See footnote	F1, F2, F4
transaction	CNTA	Ordinary Shares	Purchase	$11,721,540	+586,077	+19%	$20.00	3,741,609	02 Jun 2021	See footnote	F1, F3
transaction	CNTA	Ordinary Shares	Purchase	$278,460	+13,923	+19%	$20.00	88,887	02 Jun 2021	See footnote	F1, F4
holding	CNTA	Ordinary Shares						4,398,519	29 Jan 2021	See footnote	F1, F5
holding	CNTA	Ordinary Shares						55,677	29 Jan 2021	See footnote	F1, F6
holding	CNTA	Ordinary Shares						9,403,092	29 Jan 2021	See footnote	F1, F7
holding	CNTA	Ordinary Shares						236,108	29 Jan 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	Award	$20,756,890	+1,886,990		$11.00	1,886,990	29 Jan 2021	Ordinary Shares	1,886,990		See footnote	F1, F2, F3, F9, F10
transaction	CNTA	Series A Preferred Shares	Award	$493,108	+44,828		$11.00	44,828	29 Jan 2021	Ordinary Shares	44,828		See footnote	F1, F2, F4, F9, F10
transaction	CNTA	Series A Preferred Shares	Conversion of derivative security	$0	-1,886,990	-100%	$0.000000^*	0	02 Jun 2021	Ordinary Shares	1,886,990		See footnote	F1, F2, F3
transaction	CNTA	Series A Preferred Shares	Conversion of derivative security	$0	-44,828	-100%	$0.000000^*	0	02 Jun 2021	Ordinary Shares	44,828		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 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 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.
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.
F9	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.
F10	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.