0000899243-21-022063.txt : 20210604 0000899243-21-022063.hdr.sgml : 20210604 20210604170026 ACCESSION NUMBER: 0000899243-21-022063 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: Weinhoff Gregory M CENTRAL INDEX KEY: 0001400975 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 21997194 MAIL ADDRESS: STREET 1: C/O AXOVANT SCIENCES, INC. STREET 2: 320 WEST 37TH STREET, 5TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 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 0001400975 Weinhoff Gregory M C/O CENTESSA PHARMACEUTICALS PLC 3RD FL., 1 ASHLEY RD, ALTRINCHAM CHESHIRE X0 WA14 2DT UNITED KINGDOM 0 1 0 0 Chief Financial Officer Ordinary Shares 2021-06-02 4 P 0 10000 20.00 A 10000 D Share Option (right to buy) 5.84 2021-03-04 4 A 0 958981 0.00 A 2031-03-04 Ordinary Shares 958981 958981 D Share Option (right to buy) 5.84 2021-04-08 5 G 0 E 319660 0.00 D 2031-03-04 Ordinary Shares 319660 639321 D Share Option (right to buy) 5.84 2021-04-08 5 G 0 E 319660 0.00 A 2031-03-04 Ordinary Shares 319660 319660 I See footnote The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. Pursuant to maximum allowed participation in the Directed Share Program. 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. 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. 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. Represented A Ordinary Shares that were redesignated as Ordinary Shares immediately prior to the closing of the initial public offering. The Reporting Person transferred and assigned this option for no consideration to the Gregory Weinhoff 2017 Trust, a spousal lifetime access trust ("SLAT"). 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. /s/ Marella Thorell, attorney-in-fact 2021-06-04