|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Centessa Pharmaceuticals plc (Name of Issuer) |
Ordinary shares, par value 0.002 GBP per share (Title of Class of Securities) |
152309100 (CUSIP Number) |
Julia Lepeltak c/o General Atlantic UM B.V., Prinsengracht 769 A Amsterdam, P7, 1017 JZ 212-715-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic Cooperatief U.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic UM B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic Partners (Bermuda) IV, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic Partners (Bermuda) EU, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic Partners (Lux) SCSp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic GenPar (Lux) SCSp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic (Lux) S.a r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic GenPar (Bermuda), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
GAP (Bermuda) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 152309100 |
| 1 |
Name of reporting person
General Atlantic Cooperatief, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,366,818.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value 0.002 GBP per share | |
| (b) | Name of Issuer:
Centessa Pharmaceuticals plc | |
| (c) | Address of Issuer's Principal Executive Offices:
3RD FLOOR, 1 ASHLEY ROAD, ALTRINCHAM, CHESHIRE,
UNITED KINGDOM
, WA14 2DT. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (the "Statement") is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on June 11, 2021, as amended by Amendment No. 1 dated November 17, 2025, with respect to the ordinary shares, par value 0.002 GBP per share (the "ordinary shares") of Centessa Pharmaceuticals plc, a public limited company incorporated in England and Wales (the "Company"), whose principal executive offices are located at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT. The Company's American depositary shares (the "ADSs"), each representing one ordinary share, are listed on the Nasdaq Global Select Market under the symbol "CNTA." Except as otherwise provided herein, each Item of the Statement remains unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | This Statement is being filed by a "group," as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:
(i) General Atlantic Cooperatief U.A., a Dutch cooperative association ("GA Coop UA");
(ii) General Atlantic UM B.V., a Dutch private limited company ("GA UM");
(iii) General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership ("GAP Bermuda IV");
(iv) General Atlantic Partners (Bermuda) EU, L.P. a Bermuda exempted limited partnership ("GAP Bermuda EU");
(v) General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership ("GAP Lux");
(vi) General Atlantic Cooperatief, L.P., a Bermuda exempted limited partnership ("GA Coop LP");
(vii) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership ("GA GenPar Lux");
(viii) General Atlantic (Lux) S.a r.l., a Luxembourg private limited liability company ("GA Lux Sarl");
(ix) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership ("GenPar Bermuda");
(x) GAP (Bermuda) Limited, a Bermuda exempted company ("GAP (Bermuda)"); and
Each of the foregoing is referred to as a Reporting Person and collectively as the "Reporting Persons." GAP Bermuda IV, GAP Bermuda EU, GAP Lux and GA Coop LP are collectively referred to as the "GA Funds."
The registered address of each of the Reporting Persons (other than GA Coop UA, GA UM, GAP Lux, GA GenPar Lux and GA Lux Sarl) is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The registered address of GA Coop UA and GA UM is Prinsengracht 769 A, 1017 JZ, Amsterdam, The Netherlands. The registered address of GAP Lux, GA GenPar Lux and GA Lux Sarl is 412F, route d'Esch, L-1471 Luxembourg, Grand Duchy of Luxembourg.
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. GA UM is wholly owned by GA Coop UA. The members of GA UM that share beneficial ownership of the ordinary shares held of record by GA UM through Coop UA are the GA Funds. The general partner of GAP Lux is GA GenPar Lux and the general partner of GA GenPar Lux is GA Sarl. The general partner of GAP Bermuda IV and GAP Bermuda EU and the sole shareholder of GA Sarl is GenPar Bermuda. GAP (Bermuda) is the general partner of GenPar Bermuda and GA Coop LP. There are six members of the partnership committee of GAP (Bermuda) (the "GA Partnership Committee") as of the date hereof. Each of the members of the GA Partnership Committee disclaims ownership of the ordinary shares except to the extent he has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Partnership Committee is as a managing director of General Atlantic, L.P., a Delaware limited partnership ("GA LP"). | |
| (b) | See Item 2(a). | |
| (c) | See Item 2(a). | |
| (d) | None of the Reporting Persons and none of the individuals listed on Schedule A has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | See Item 2(d). | |
| (f) | See Item 2(a). | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and supplemented as follows:
The percentages used herein are calculated based upon on an aggregate of 134,421,149 ordinary shares issued and outstanding of the Company reported to be outstanding as of September 30, 2025, as reflected in the Company's prospectus supplement, filed with the U. S. Securities and Exchange Commission (the "SEC") on November 13, 2025, and includes an aggregate amount of 13,372,093 ordinary shares issued by the Company pursuant to a public offering that closed on or about November 14, 2025. As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 7,366,818 ordinary shares, or approximately 5.0% of the aggregate 147,793,242 ordinary shares. By virtue of the fact that (i) GA Coop UA owns all of GA UM's voting shares, (ii) the GA Funds contributed the capital to GA Coop UA to fund GA UM's purchases of the ADSs and may direct GA Coop UA with respect to its shares of GA UM, (iii) GAP (Bermuda) is the general partner of GenPar Bermuda and GA Coop LP, and GenPar Bermuda is the general partner of GAP Bermuda IV and GAP Bermuda EU, and is the sole shareholder of GA Sarl, (iv) GA Sarl is the general partner of GA Genpar Lux and GA Genpar Lux is the general partner of GAP Lux, and (v) the members of the GA Partnership Committee control the investment decisions of GAP (Bermuda), the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs owned of record by GA UM. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 7,366,818 ordinary shares, or approximately 5.0% of the aggregate 147,793,242 ordinary shares as described above. | |
| (b) | Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 7,366,818 ordinary shares that may be deemed to be beneficially owned by each of them. | |
| (c) | The table in Annex A specifies the date, amount and weighted average price of the ordinary shares sold by the Reporting Persons during the 60-day period prior to November 28, 2025. The Reporting Persons effected sales of ordinary shares through open market transactions. See Annex A. | |
| (d) | No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. | |
| (e) | As of November 26, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the ordinary shares. This Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed). https://www.sec.gov/Archives/edgar/data/1847903/000095014225003013/eh250704921_ex01.htm
Exhibit 2: Annex A - Open Market Sales | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE A
Members of the GA Partnership Committee (as of the date hereof)
| Name | Business Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Torbjorn Caesar |
Royal Park, 29, Avenue de la Porte-Neuve L-2227 Luxembourg |
Sweden and United Kingdom |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Martin Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| David Hodgson |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Christopher G. Lanning |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
EXHIBIT 2
Annex A
Open Market Sales
| Trade Date | Ordinary Shares | Price per Ordinary Share1 | ||
| November 18, 2025 | 300,000 | $28.42 | ||
| November 19, 2025 | 250,000 | $28.03 | ||
| November 20, 2025 | 272,139 | $28.31 | ||
| November 21, 2025 | 331,191 | $28.23 | ||
| November 24, 2025 | 246,670 | $28.88 | ||
| November 25, 2025 | 450,000 | $29.22 | ||
| November 26, 2025 | 465,000 | $29.19 |
1 Reflects the average price of Ordinary Shares sold on each trade date.