0000899243-21-022048.txt : 20210604 0000899243-21-022048.hdr.sgml : 20210604 20210604163051 ACCESSION NUMBER: 0000899243-21-022048 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210602 FILED AS OF DATE: 20210604 DATE AS OF CHANGE: 20210604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Medicxi Growth I LP CENTRAL INDEX KEY: 0001690310 STATE OF INCORPORATION: Y9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 21996893 BUSINESS ADDRESS: STREET 1: C/O ELIAN FUND SERVICES (JERSEY) LIMITED STREET 2: 44 ESPLANADE CITY: ST HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44 (0)1534 504343 MAIL ADDRESS: STREET 1: C/O ELIAN FUND SERVICES (JERSEY) LIMITED STREET 2: 44 ESPLANADE CITY: ST HELIER STATE: Y9 ZIP: JE4 9WG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Medicxi Growth Co-Invest I LP CENTRAL INDEX KEY: 0001715578 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 21996892 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST FUND SERVICES (JERSEY) STREET 2: 44 ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44 (0) 1534 504343 MAIL ADDRESS: STREET 1: C/O INTERTRUST FUND SERVICES (JERSEY) STREET 2: 44 ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Medicxi Ventures Management (Jersey) Ltd CENTRAL INDEX KEY: 0001715579 STATE OF INCORPORATION: Y9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 21996894 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST FUND SERVICES (JERSEY) STREET 2: 44 ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44 (0) 1534 504343 MAIL ADDRESS: STREET 1: C/O INTERTRUST FUND SERVICES (JERSEY) STREET 2: 44 ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Medicxi Growth I GP Ltd CENTRAL INDEX KEY: 0001715600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 21996891 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST FUND SERVICES (JERSEY) STREET 2: 44 ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG BUSINESS PHONE: 44 (0) 1534 504343 MAIL ADDRESS: STREET 1: C/O INTERTRUST FUND SERVICES (JERSEY) STREET 2: 44 ESPLANADE CITY: ST. HELIER STATE: Y9 ZIP: JE4 9WG ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Centessa Pharmaceuticals plc CENTRAL INDEX KEY: 0001847903 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: THE DOROTHY HODGKIN BUILDING STREET 2: BABRAHAM RESEARCH CAMPUS CITY: BABRAHAM, CAMBRIDGE STATE: X0 ZIP: CB22 3FH BUSINESS PHONE: 44 (0)7767 003904 MAIL ADDRESS: STREET 1: THE DOROTHY HODGKIN BUILDING STREET 2: BABRAHAM RESEARCH CAMPUS CITY: BABRAHAM, CAMBRIDGE STATE: X0 ZIP: CB22 3FH FORMER COMPANY: FORMER CONFORMED NAME: Centessa Pharmaceuticals Ltd DATE OF NAME CHANGE: 20210224 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-06-02 0 0001847903 Centessa Pharmaceuticals plc CNTA 0001715579 Medicxi Ventures Management (Jersey) Ltd C/O INTERTRUST FUND SERVICES (JERSEY) LIMITED 44 ESPLANADE ST. HELIER Y9 JE4 9WG JERSEY 0 0 1 0 0001690310 Medicxi Growth I LP C/O INTERTRUST FUND SERVICES (JERSEY) LIMITED 44 ESPLANADE ST. HELIER Y9 JE4 9WG JERSEY 0 0 1 0 0001715578 Medicxi Growth Co-Invest I LP C/O INTERTRUST FUND SERVICES (JERSEY) LIMITED 44 ESPLANADE ST. HELIER Y9 JE4 9WG JERSEY 0 0 1 0 0001715600 Medicxi Growth I GP Ltd C/O INTERTRUST FUND SERVICES (JERSEY) LIMITED 44 ESPLANADE ST. HELIER Y9 JE4 9WG JERSEY 0 0 1 0 Ordinary Shares 2021-06-02 4 C 0 1886990 A 3155532 I See footnote Ordinary Shares 2021-06-02 4 C 0 44828 A 74964 I See footnote Ordinary Shares 2021-06-02 4 P 0 586077 20.00 A 3741609 I See footnote Ordinary Shares 2021-06-02 4 P 0 13923 20.00 A 88887 I See footnote Ordinary Shares 4398519 I See footnote Ordinary Shares 55677 I See footnote Ordinary Shares 9403092 I See footnote Ordinary Shares 236108 I See footnote Series A Preferred Shares 2021-06-02 4 C 0 1886990 0.00 D Ordinary Shares 1886990 0 I See footnote Series A Preferred Shares 2021-06-02 4 C 0 44828 0.00 D Ordinary Shares 44828 0 I See footnote The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. Immediately prior to the closing of the initial public offering, the Series A Preferred Shares automatically converted on a one-to-one basis into Ordinary Shares without payment or further consideration. The Series A Preferred Shares had no expiration date. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager") is the sole manager of Medicxi Growth I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Manager is the sole manager of Medicxi Ventures I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of and Medicxi Secondary Co-Invest I. The Reporting Person is a member of the board of directors of Medicxi Manager. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Medicxi Ventures (UK) LLP and Medicxi Ventures (Jersey) Limited act as sub-advisers to Index Ventures Life VI (Jersey) Limited, which acts as the adviser to Index Ventures Life VI (Jersey) LP, and as such, Index Ventures Life VI and Yucca (Jersey) SLP, each of which hold Ordinary Shares as of the date hereof, and the Medicxi Funds may be deemed to be members of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Medicxi Ventures Management (Jersey) Limited, By: /s/ Andrew Jeanne, Its: Director 2021-06-04 Medicxi Growth I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Andrew Jeanne, Its: Director 2021-06-04 Medicxi Growth Co-Invest I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Andrew Jeanne, Its: Director 2021-06-04 Medicxi Growth I GP Limited, By: /s/ Andrew Jeanne, Its: Director 2021-06-04