0001847903-23-000122.txt : 20230623 0001847903-23-000122.hdr.sgml : 20230623 20230623170146 ACCESSION NUMBER: 0001847903-23-000122 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230614 FILED AS OF DATE: 20230623 DATE AS OF CHANGE: 20230623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rotman Harris CENTRAL INDEX KEY: 0001981420 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40445 FILM NUMBER: 231038559 MAIL ADDRESS: STREET 1: C/O CENTESSA PHARMACEUTICALS PLC STREET 2: 3RD FL., 1 ASHLEY RD, ALTRINCHAM CITY: CHESHIRE STATE: X0 ZIP: WA14 2DT 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: 3RD FLOOR STREET 2: 1 ASHLEY ROAD CITY: ALTRINCHAM, CHESHIRE STATE: X0 ZIP: WA14 2DT BUSINESS PHONE: 44 7391 789784 MAIL ADDRESS: STREET 1: 3RD FLOOR STREET 2: 1 ASHLEY ROAD CITY: ALTRINCHAM, CHESHIRE STATE: X0 ZIP: WA14 2DT FORMER COMPANY: FORMER CONFORMED NAME: Centessa Pharmaceuticals Ltd DATE OF NAME CHANGE: 20210224 3 1 wf-form3_168755409496126.xml FORM 3 X0206 3 2023-06-14 0 0001847903 Centessa Pharmaceuticals plc CNTA 0001981420 Rotman Harris C/O CENTESSA PHARMACEUTICALS PLC 3RD FL., 1 ASHLEY RD, ALTRINCHAM CHESHIRE X0 WA14 2DT UNITED KINGDOM 0 1 0 0 SVP Regulatory Affairs Ordinary Shares 33500 D Share Option (right to buy) 4.47 2032-08-01 Ordinary Shares 125000.0 D Share Option (right to buy) 3.85 2033-02-01 Ordinary Shares 49900.0 D The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. The shares reported were issued pursuant to a Restricted Share Unit ("RSU") grant issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer. The RSUs shall vest and be settled in four equal annual installments with the first such annual vesting being on February 1, 2024. 25% of the shares subject to such option shall vest and become exercisable on August 1, 2023 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. 6,234 of the shares vest and become exercisable on August 1, 2023 and 1/48th of the shares subject to such option shall vest and become exercisable in 42 monthly installments on the first day of each month thereafter. Exhibit 24 - Power of Attorney /s/ Gregory Weinhoff, attorney-in-fact 2023-06-23 EX-24 2 ex-24.htm POA - HARRIS ROTMAN

Power of Attorney

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Iqbal Hussain, Gregory Weinhoff, and Richard Menziuso, or either of them acting singly, and with full power of substitution and re-substitution, the undersigned's true and lawful attorney-in-fact (each of such persons and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power to act for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to:
1. Prepare, execute, and submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;
2. Prepare, execute and submit to the SEC, Centessa Pharmaceuticals plc, a public limited company organized under the laws of England and Wales (the "Company"), and/or any national securities exchange on which the Company's securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 ("Rule 144"), with respect to the any security of the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3. Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information;
b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigned's holdings of and transactions in securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of June 12, 2023.


/s/ Harris Rotman
Signature

Harris Rotman
Print Name