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).

1. Name and Address of Reporting Person* Weinhoff Gregory M (Last) (First) (Middle) C/O CENTESSA PHARMACEUTICALS PLC 3RD FL., 1 ASHLEY RD, ALTRINCHAM (Street) CHESHIRE X0 WA14 2DT (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) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/02/2021
	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)	06/02/2021		P(2)		10,000(2)	A	$20	10,000	D

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(3)	03/04/2021		A(4)		958,981(3)		(5)	03/04/2031	Ordinary Shares(1)(6)	958,981(3)	$0.00	958,981(3)	D
Share Option (right to buy)	$5.84(3)	04/08/2021		G(4)(7)	V		319,660(3)	(5)	03/04/2031	Ordinary Shares(1)(6)	319,660(3)	$0.00	639,321(3)	D
Share Option (right to buy)	$5.84(3)	04/08/2021		G(4)(7)	V	319,660(3)		(5)	03/04/2031	Ordinary Shares(1)(6)	319,660(3)	$0.00	319,660(3)	I	See footnote(8)

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. Pursuant to maximum allowed participation in the Directed Share Program.

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.

4. 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.

5. 25% of the shares subject to such option shall vest and become exercisable on March 1, 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.

6. Represented A Ordinary Shares that were redesignated as Ordinary Shares immediately prior to the closing of the initial public offering.

7. The Reporting Person transferred and assigned this option for no consideration to the Gregory Weinhoff 2017 Trust, a spousal lifetime access trust ("SLAT").

8. Held by the SLAT, of which the Reporting Person's spouse and another immediate family member are trustees. The beneficiaries of the trust are the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the securities held by the SLAT.

Remarks:

	/s/ Marella Thorell, attorney-in-fact	06/04/2021
	** 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).
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