Atlantic UM B.V. General Form 4 Centessa Pharmaceuticals / Atlantic Cooperatief U.A. General ownership change

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^*

GAP (Bermuda) L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2023

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

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)	$6.35	06/22/2023		A		48,000		(1)	06/22/2023	Ordinary Shares(2)	48,000	$0	48,000	I	See footnote(3)(4)

1. Name and Address of Reporting Person^*

GAP (Bermuda) L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GENERAL ATLANTIC GENPAR (BERMUDA), L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic (Lux) S.a r.l.

(Last) (First) (Middle)

412F, ROUTE D'ESCH

(Street)

LUXEMBOURG N4 L-1471

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic GenPar (Lux) SCSp

(Last) (First) (Middle)

412F, ROUTE D'ESCH

(Street)

LUXEMBOURG N4 L-1471

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Cooperatief, L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners (Lux), SCSp

(Last) (First) (Middle)

412F, ROUTE D'ESCH

(Street)

LUXEMBOURG N4 L-1471

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners (Bermuda) EU, L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Partners (Bermuda) IV, L.P.

(Last) (First) (Middle)

C/O CONYERS CLIENT SERVICES LIMITED,

CLARENDON HOUSE, 2 CHURCH STREET

(Street)

HAMILTON D0 HM 11

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic Cooperatief U.A.

(Last) (First) (Middle)

PRINSENGRACHT 769

(Street)

AMSTERDAM P7 1017 JZ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic UM B.V.

(Last) (First) (Middle)

PRINSENGRACHT 769

(Street)

AMSTERDAM P7 1017 JZ

(City) (State) (Zip)

Explanation of Responses:

1. The Ordinary Shares subject to the Share Option will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) the Issuer's next annual meeting of shareholders, subject to Dr. Brett Zbar's continued service as a director of the Issuer through the applicable vesting date.

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

3. The Share Option was granted to Dr. Zbar who is an employee of General Atlantic Service Company, L.P., a Delaware limited partnership ("GASC ") and director of the Issuer.

4. The Share Option granted to Dr. Zbar is held by him solely for the benefit of GASC, which is controlled by the management committee of GASC MGP, LLC (the "Management Committee"). There are eleven members of the Management Committee. Each of the members of the Management Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein.

Remarks:

GAP (Bermuda) L.P., General Atlantic GenPar (Bermuda), L.P., General Atlantic (Lux) S.a r.l., General Atlantic GenPar (Lux) SCSp, General Atlantic Partners (Bermuda) IV, L.P., General Atlantic Partners (Bermuda) EU, L.P., General Atlantic Partners (Lux) SCSp, General Atlantic Cooperatief, L.P., General Atlantic Cooperatief U.A. and General Atlantic (UM) B.V. may be deemed to be members of a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person.

	/s/ Michael Gosk	06/26/2023
	/s/ Michael Gosk	06/26/2023
	/s/ Ingrid van der Hoorn	06/26/2023
	/s/ Ingrid van der Hoorn	06/26/2023
	/s/ Michael Gosk	06/26/2023
	/s/ Ingrid van der Hoorn	06/26/2023
	/s/ Michael Gosk	06/26/2023
	/s/ Michael Gosk	06/26/2023
	/s/ Ingrid van der Hoorn	06/26/2023
	/s/ Ingrid van der Hoorn	06/26/2023
	** Signature of Reporting Person	Date
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