Harris Rotman - 01 Feb 2024 Form 4 Insider Report for Centessa Pharmaceuticals plc (CNTA)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
02 Feb 2024, 17:03:52 UTC
Prior SEC filing
22 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Gregory Weinhoff, attorney-in-fact

Key filing fact

Harris Rotman filed Form 4 for Centessa Pharmaceuticals plc (CNTA) on 02 Feb 2024.

Key facts

  • This page summarizes Harris Rotman's Form 4 filing for Centessa Pharmaceuticals plc (CNTA).
  • 4 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 02 Feb 2024, 17:03.

Change

  • Previous filing in this sequence was filed on 22 Sep 2023.
  • Current net transaction value: -$68,219.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CNTA transaction

Ordinary Shares

Award

Transaction value
$0
Shares
+37,500
Change %
+112%
Price
$0.000000
Shares after
71,000
Date
01 Feb 2024
Ownership
Direct
Footnotes
F1, F2
CNTA transaction

Ordinary Shares

Tax liability

Transaction value
$33,645
Shares
-4,108
Change %
-5.8%
Price
$8.19
Shares after
66,892
Date
01 Feb 2024
Ownership
Direct
Footnotes
F1, F3
CNTA transaction

Ordinary Shares

Sale

Transaction value
$34,574
Shares
-4,267
Change %
-6.4%
Price
$8.10
Shares after
62,625
Date
01 Feb 2024
Ownership
Direct
Footnotes
F1, F4, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CNTA transaction Derivative

Share Option (right to buy)

Award

Transaction value
$0
Shares
+75,000
Change %
Price
$0.000000
Shares after
75,000
Date
01 Feb 2024
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
75,000
Exercise price
$8.01
Footnotes
F1, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 6 footnotes

Footnote F1

The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

Footnote 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.

Footnote F3

Represents the number of shares withheld by the Issuer to cover tax withholding obligations in connection with the vesting of RSUs.

Footnote 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.

Footnote 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.

Footnote 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.

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