0000899243-21-022071.txt : 20210604 0000899243-21-022071.hdr.sgml : 20210604 20210604170101 ACCESSION NUMBER: 0000899243-21-022071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210129 FILED AS OF DATE: 20210604 DATE AS OF CHANGE: 20210604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: De Rubertis Francesco CENTRAL INDEX KEY: 0001601521 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 21997208 MAIL ADDRESS: STREET 1: C/O MEDICXI STREET 2: COURS DE RIVE 10 CITY: GENEVA STATE: V8 ZIP: CH-1204 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 2021-01-29 0 0001847903 Centessa Pharmaceuticals plc CNTA 0001601521 De Rubertis Francesco C/O CENTESSA PHARMACEUTICALS PLC 3RD FLOOR, 1 ASHLEY RD, ALTRINCHAM CHESHIRE X0 WA14 2DT UNITED KINGDOM 1 0 0 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 2021-01-29 4 A 0 1886990 11.00 A Ordinary Shares 1886990 1886990 I See footnote Series A Preferred Shares 2021-01-29 4 A 0 44828 11.00 A Ordinary Shares 44828 44828 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 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 Ventures Management (Jersey) Limited, a Jersey limited liability company ("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. 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. 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. /s/ Marella Thorell, attorney-in-fact 2021-06-04