Harris Rotman - 20 Sep 2023 Form 4 Insider Report for Centessa Pharmaceuticals plc (CNTA)

Role
SVP Regulatory Affairs
Signature
/s/ Gregory Weinhoff, attorney-in-fact
Issuer symbol
CNTA
Transactions as of
20 Sep 2023
Net transactions value
-$72,000
Form type
4
Filing time
22 Sep 2023, 16:47:39 UTC
Previous filing
23 Jun 2023
Next filing
02 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNTA Ordinary Shares Options Exercise $139,688 +31,250 +93% $4.47 64,750 20 Sep 2023 Direct F1, F2
transaction CNTA Ordinary Shares Options Exercise $24,001 +6,234 +9.6% $3.85 70,984 20 Sep 2023 Direct F1, F2
transaction CNTA Ordinary Shares Sale $235,688 -37,484 -53% $6.29 33,500 20 Sep 2023 Direct F1, F2, F3

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) Options Exercise $0 -31,250 -25% $0.000000 93,750 20 Sep 2023 Ordinary Shares 31,250 $4.47 Direct F1, F2, F4
transaction CNTA Share Option (right to buy) Options Exercise $0 -6,234 -12% $0.000000 43,666 20 Sep 2023 Ordinary Shares 6,234 $3.85 Direct F1, F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 20, 2023.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.01 to $6.57, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
F4 25% of the shares subject to such option shall vest and become exercisable on August 1, 2023 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.
F5 6,234 of the shares vest and become exercisable on August 1, 2023 and 1/48th of the shares subject to such option shall vest and become exercisable in 42 monthly installments on the first day of each month thereafter.