Centessa Pharmaceuticals (CNTA) Form 4 Change in insider ownership

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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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^*

Medicxi Ventures Management (Jersey) Ltd

(Last) (First) (Middle)

C/O INTERTRUST FUND SERVICES (JERSEY)

LIMITED 44 ESPLANADE

(Street)

ST. HELIER Y9 JE4 9WG

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

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)	11/26/2021		P		11,543	A	$11.3353	3,753,152	I	See footnote(2)
Ordinary Shares(1)	11/26/2021		P		274	A	$11.3353	89,161	I	See footnote(3)
Ordinary Shares(1)	11/29/2021		P		55,391	A	$11.7003	3,808,543	I	See footnote(2)
Ordinary Shares(1)	11/29/2021		P		1,315	A	$11.7003	90,476	I	See footnote(3)
Ordinary Shares(1)								4,398,519	I	See footnote(4)
Ordinary Shares(1)								55,677	I	See footnote(5)
Ordinary Shares(1)								9,403,092	I	See footnote(6)
Ordinary Shares(1)								236,108	I	See footnote(7)

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

1. Name and Address of Reporting Person^*

Medicxi Ventures Management (Jersey) Ltd

(Last) (First) (Middle)

C/O INTERTRUST FUND SERVICES (JERSEY)

LIMITED 44 ESPLANADE

(Street)

ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Medicxi Growth I LP

(Last) (First) (Middle)

C/O INTERTRUST FUND SERVICES (JERSEY)

LIMITED 44 ESPLANADE

(Street)

ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Medicxi Growth Co-Invest I LP

(Last) (First) (Middle)

C/O INTERTRUST FUND SERVICES (JERSEY)

LIMITED 44 ESPLANADE

(Street)

ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Medicxi Growth I GP Ltd

(Last) (First) (Middle)

C/O INTERTRUST FUND SERVICES (JERSEY)

LIMITED 44 ESPLANADE

(Street)

ST. HELIER Y9 JE4 9WG

(City) (State) (Zip)

Explanation of Responses:

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

2. Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager") is the sole manager of Medicxi Growth I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

3. Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

4. Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Manager is the sole manager of Medicxi Ventures I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

5. Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

6. Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

7. Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Secondary Co-Invest I. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.

Remarks:

Medicxi Ventures (UK) LLP and Medicxi Ventures (Jersey) Limited act as sub-advisers to Index Ventures Life VI (Jersey) Limited, which acts as the adviser to Index Ventures Life VI (Jersey) LP, and as such, Index Ventures Life VI and Yucca (Jersey) SLP, each of which hold Ordinary Shares as of the date hereof, and the Medicxi Funds may be deemed to be members of a "group" as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

	Medicxi Ventures Management (Jersey) Limited, By: /s/ Francois Chesnay, Its: Director	11/30/2021
	Medicxi Growth I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Francois Chesnay, Its: Director	11/30/2021
	Medicxi Growth Co-Invest I LP, By: Medicxi Ventures Management (Jersey) Limited, By: /s/ Francois Chesnay, Its: Director	11/30/2021
	Medicxi Growth I GP Limited, By: /s/ Francois Chesnay, Its: Director	11/30/2021
	** 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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