SEC Form 4 · accession 0001470831-26-000608
Centessa Pharmaceuticals plc · CNTA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samarth Kulkarni
Director
Period of report
Jun 24, 2026
Accepted (ET)
Jun 24, 2026 · 4:15 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001847903
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Option (right to buy)F2,F3 | $5.84 | Jun 24, 2026 | D | 208,474 | D | — | Feb 19, 2031 | Ordinary Shares | 208,474 | 0 | D |
| Share Option (right to buy)F2,F3 | $4.87 | Jun 24, 2026 | D | 48,000 | D | — | Jun 30, 2032 | Ordinary Shares | 48,000 | 0 | D |
| Share Option (right to buy)F2,F3 | $6.35 | Jun 24, 2026 | D | 48,000 | D | — | Jun 22, 2033 | Ordinary Shares | 48,000 | 0 | D |
| Share Option (right to buy)F2,F3 | $8.89 | Jun 24, 2026 | D | 48,000 | D | — | Jun 25, 2034 | Ordinary Shares | 48,000 | 0 | D |
| Share Option (right to buy)F2,F3 | $12.43 | Jun 24, 2026 | D | 40,000 | D | — | Jun 20, 2035 | Ordinary Shares | 40,000 | 0 | D |
Explanation of responses
- F1On June 24, 2026, Eli Lilly and Company ("Parent"), through its wholly owned subsidiary LDH XV Corporation ("Purchaser"), acquired all outstanding Ordinary Shares of Centessa Pharmaceuticals plc (the "Company") by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the "Scheme of Arrangement"), pursuant to the Transaction Agreement dated as of March 31, 2026, by and among the Company, Parent and Purchaser (the "Transaction Agreement").
- F2Pursuant to the Transaction Agreement, at the effective time of the Scheme of Arrangement, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive (i) an amount in cash equal to the excess of $38.00 in cash over the per-share exercise price of such option, without interest and less any applicable withholding taxes, and (ii) one non-transferable contingent value right (a "CVR") per underlying Ordinary Share entitling the holders to receive contingent payments of up to an aggregate of $9.00 per Ordinary Share, without interest and less any applicable withholding taxes, contingent upon the achievement of specified milestones set forth in the Contingent Value Rights Agreement between Parent, Purchaser and a rights agent mutually agreeable to the Company and Parent, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.
- F3The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
Remarks
Exhibit 24.2 - Substitute Power of Attorney