Harris Rotman - 01 Feb 2024 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
01 Feb 2024
Net transactions value
-$68,219
Form type
4
Filing time
02 Feb 2024, 17:03:52 UTC
Previous filing
22 Sep 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNTA Ordinary Shares Award $0 +37,500 +112% $0.000000 71,000 01 Feb 2024 Direct F1, F2
transaction CNTA Ordinary Shares Tax liability $33,645 -4,108 -5.8% $8.19 66,892 01 Feb 2024 Direct F1, F3
transaction CNTA Ordinary Shares Sale $34,574 -4,267 -6.4% $8.10 62,625 01 Feb 2024 Direct F1, F4, F5

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 +75,000 $0.000000 75,000 01 Feb 2024 Ordinary Shares 75,000 $8.01 Direct F1, F6
* 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 shares reported in this transaction represent Restricted Share Units ("RSUs") issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer. The RSUs shall vest and be settled in four equal annual installments with the first such annual vesting being on February 1, 2025.
F3 Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.
F4 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 20, 2023.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.83 to $8.30, 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.
F6 1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 1, 2024.