Atlantic Cooperatief U.A. 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) LTD

(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)

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

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)

	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
ADSs	06/02/2021		P(1)		1,500,000	A	$20	9,681,818	D(2)(3)

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^*

GAP (Bermuda) LTD

(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-2086

(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-2086

(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-2086

(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)

C/O RAAMPLEIN 1

(Street)

AMSTERDAM P7 1016 XK

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

General Atlantic UM B.V.

(Last) (First) (Middle)

C/O RAAMPLEIN 1

(Street)

AMSTERDAM P7 1016 XK

(City) (State) (Zip)

Explanation of Responses:

1. The American Depositary Shares ("ADSs"), each ADS representing one ordinary share of Centessa Pharmaceuticals Limited (the "Issuer"), were acquired by General Atlantic UM B.V. ("GA UM") in connection with the initial public offering of the Issuer which closed on June 2, 2021.

2. Reflects securities held directly by GA UM. GA UM is a wholly owned subsidiary of General Atlantic Cooperatief U.A. ("GA Coop UA"). The members that share beneficial ownership of the shares held by GA UM through GA Coop UA are the following General Atlantic investment funds (the "GA Funds"): General Atlantic Partners (Bermuda) IV, L.P. ("GAP Bermuda IV"), General Atlantic Partners (Bermuda) EU, L.P. ("GAP Bermuda EU"), General Atlantic Partners (Lux) SCSp ("GAP Lux") and General Atlantic Cooperatief, L.P. ("GA Coop LP").

3. The general partner of GAP Lux is General Atlantic GenPar (Lux) SCSp ("GA GenPar Lux") and the general partner of GA GenPar Lux is General Atlantic (Lux) S.a r.l. ("GA Sarl"). The general partner of GAP Bermuda IV and GAP Bermuda EU and the sole shareholder of GA Sarl is General Atlantic GenPar (Bermuda), L.P. ("GenPar Bermuda"). GAP (Bermuda) Limited ("GAP (Bermuda)") is the general partner of GenPar Bermuda and GA Coop LP. There are nine members of the Management Committee of GAP (Bermuda) (the "GA Management Committee"). Each of the members of the GA Management Committee disclaims ownership of the shares except to the extent he has a pecuniary interest therein.

Remarks:

GAP (Bermuda), GenPar Bermuda, GA Sarl, GA GenPar Lux, the GA Funds, GA Coop UA and GA UM 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/ J. Frank Brown	06/03/2021
	/s/ J. Frank Brown	06/03/2021
	/s/ Ingrid van der Hoorn	06/03/2021
	/s/ Ingrid van der Hoorn	06/03/2021
	/s/ J. Frank Brown	06/03/2021
	/s/ Ingrid van der Hoorn	06/03/2021
	/s/ J. Frank Brown	06/03/2021
	/s/ J. Frank Brown	06/03/2021
	/s/ Ingrid van der Hoorn	06/03/2021
	/s/ Ingrid van der Hoorn	06/03/2021
	** Signature of Reporting Person	Date
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