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