Centessa Pharmaceuticals plc — Director's Dealing 2021

Jun 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Centessa Pharmaceuticals plc (CNTA)
CIK: 0001847903
Period of Report: 2021-06-02

Reporting Person: Weinhoff Gregory M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-02	Ordinary Shares	P	10000	$20.00	Acquired	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-04	Share Option (right to buy)	$5.84	A	958981	Acquired	2031-03-04	Ordinary Shares (958981)	Direct
2021-04-08	Share Option (right to buy)	$5.84	G	319660	Disposed	2031-03-04	Ordinary Shares (319660)	Direct
2021-04-08	Share Option (right to buy)	$5.84	G	319660	Acquired	2031-03-04	Ordinary Shares (319660)	Indirect

Footnotes

F1: The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

F2: Pursuant to maximum allowed participation in the Directed Share Program.

F3: 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.

F4: 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.

F5: 25% of the shares subject to such option shall vest and become exercisable on March 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.

F6: Represented A Ordinary Shares that were redesignated as Ordinary Shares immediately prior to the closing of the initial public offering.

F7: The Reporting Person transferred and assigned this option for no consideration to the Gregory Weinhoff 2017 Trust, a spousal lifetime access trust ("SLAT").

F8: Held by the SLAT, of which the Reporting Person's spouse and another immediate family member are trustees. The beneficiaries of the trust are the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the securities held by the SLAT.