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SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response: 0.5

  

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract,
instruction or written plan for the purchase or sale of equity securities of the
issuer that is intended to satisfy the affirmative defense conditions of Rule
10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person*

HUSSAIN IQBAL J

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(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC 3RD FL., 1 ASHLEY RD, ALTRINCHAM

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(Street)

CHESHIRE X0 WA14 2DT

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(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Centessa Pharmaceuticals plc [ CNTA ] 5. Relationship of Reporting Person(s) to
Issuer
(Check all applicable)

Director 10% Owner X Officer (give title below) Other (specify below) General
Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024 4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person Form filed by More than One Reporting
Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed
Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4.
Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect
Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary
Shares(1) 12/16/2024 M 6,000 A $5.84 203,490 D Ordinary Shares(1) 12/16/2024
S(2) 77,705 D $16.3922(3) 125,785 D Ordinary Shares(1) 5,500 I By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) 1. Title of
Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative
Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any
(Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date
Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of
Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of
Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct
(D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or
Number of Shares Share Option (right to buy) $5.84 12/16/2024 M 6,000 (4)
02/19/2031 Ordinary Shares(1) 6,000 $0 327,559 D

Explanation of Responses: 1. The Ordinary Shares may be represented by American
Depositary Shares, each of which currently represents one Ordinary Share. 2. The
sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading
plan adopted by the Reporting Person on September 14, 2024. 3. The price
reported in Column 4 is a weighted average price. These shares were sold in
multiple transactions at prices ranging from $15.94 to $16.76, inclusive. The
Reporting Person undertakes to provide to the Issuer, any security holder of the
Issuer, or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of shares sold at each separate price
within the range. 4. 25% of the shares subject to such option shall vest and
become exercisable on February 19, 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. Remarks:

/s/ Gregory Weinhoff, attorney-in-fact 12/17/2024 ** Signature of Reporting
Person Date Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. * If the form is filed by more than
one reporting person, see Instruction 4 (b)(v). ** Intentional misstatements or
omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be
manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB Number.