SEC FORM
4
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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O CENTESSA PHARMACEUTICALS PLC |
| 3RD FL., 1 ASHLEY RD, ALTRINCHAM |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Centessa Pharmaceuticals plc
[ CNTA ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
| Chief Financial Officer |
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3. Date of Earliest Transaction
(Month/Day/Year)
07/01/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Rule 10b5-1(c) Transaction Indication |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Share Option (right to buy) |
$8.8
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07/01/2024 |
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A |
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600,000 |
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|
07/01/2034 |
Ordinary Shares
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600,000 |
$0
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600,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Gregory Weinhoff, attorney-in-fact |
07/02/2024 |
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** 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. |
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 ceasesto be an employee of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of June 13, 2024.
/s/ John J. Crowley
Signature
John J. Crowley
Print Name
