Centessa Pharmaceuticals plc — Director's Dealing 2021

Jun 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Centessa Pharmaceuticals plc (CNTA)
CIK: 0001847903
Period of Report: 2021-05-27

Reporting Person: Thorell Marella (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Share Option (right to buy)	$4.11	A	58956	Acquired	2030-09-30	Ordinary Shares (58956)	Direct
2021-01-29	Share Option (right to buy)	$4.87	A	9487	Acquired	2030-12-30	Ordinary Shares (9487)	Direct
2021-02-19	Share Option (right to buy)	$5.84	A	208474	Acquired	2031-02-19	Ordinary Shares (208474)	Direct
2021-05-27	Share Option (right to buy)	$20.00	A	137500	Acquired	2031-05-27	Ordinary Shares (137500)	Direct

Footnotes

F1: 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 ("Stock Split"). This amount has been adjusted to give effect to the Stock Split.

F2: 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.

F3: 56.25% of the shares subject to such option are vested as of January 29, 2021. The remaining 43.75% of the shares subject to such option shall vest and become exercisable monthly beginning on February 1, 2021.

F4: Represents A Ordinary Shares that will be redesignated as Ordinary Shares immediately prior to the closing of the initial public offering.

F5: The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

F6: 25% of the shares subject to such option are vested as of January 29, 2021. The remaining 75% of the shares subject to such option shall vest and become exercisable monthly beginning on February 1, 2021.

F7: 25% of the shares subject to such option shall vest and become exercisable on February 19, 2022 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.

F8: 25% of the shares subject to such option shall vest and become exercisable on February 1, 2022 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.