Sec Form 4 Filing - GOYAL ARJUN @ Centessa Pharmaceuticals plc - 2021-06-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person GOYAL ARJUN 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CENTESSA PHARMACEUTICALS PLC, 3RD FLOOR, 1 ASHLEY RD, ALTRINCHAM 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2021 (Street) CHESHIRE, X0WA14 2DT 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 06/02/2021 C 3,095,909 A 3,095,909 I See footnote ( 3 ) Ordinary Shares ( 1 ) 06/02/2021 C 85,909 A 85,909 I See footnote ( 4 ) Ordinary Shares ( 1 ) 06/02/2021 P 729,750 A $ 20 3,825,659 I See footnote ( 3 ) Ordinary Shares ( 1 ) 06/02/2021 P 20,250 A $ 20 106,159 I See footnote ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned F ollowing Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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 Series A Preferred Shares ( 2 ) 01/29/2021 A( 5 ) 3,095,909 ( 6 ) ( 2 ) ( 2 ) Ordinary Shares ( 1 ) 3,095,909 ( 6 ) $ 11 ( 6 ) 3,095,909 ( 6 ) I See footnote ( 3 ) Series A Preferred Shares ( 2 ) 01/29/2021 A( 5 ) 85,909 ( 6 ) ( 2 ) ( 2 ) Ordinary Shares ( 1 ) 85,909 ( 6 ) $ 11 ( 6 ) 85,909 ( 6 ) I See footnote ( 4 ) Series A Preferred Shares ( 2 ) 06/02/2021 C 3,095,909 ( 2 ) ( 2 ) Ordinary Shares ( 1 ) 3,095,909 $ 0 0 I See footnote ( 3 ) Series A Preferred Shares ( 2 ) 06/02/2021 C 85,909 ( 2 ) ( 2 ) Ordinary Shares ( 1 ) 85,909 $ 0 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOYAL ARJUN C/O CENTESSA PHARMACEUTICALS PLC 3RD FLOOR, 1 ASHLEY RD, ALTRINCHAM CHESHIRE, X0WA14 2DT X Signatures /s/ Marella Thorell, attorney-in-fact 06/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. ( 2 )Immediately prior to the closing of the initial public offering, the Series A Preferred Shares automatically converted on a one-to-one basis into Ordinary Shares without payment or further consideration. The Series A Preferred Shares had no expiration date. ( 3 )Held by Vida Ventures II, LLC ("Vida II Main Fund"). VV Manager II, LLC ("VV Manager II") is the manager of Vida II Main Fund. The Reporting Person is a member of the investment committee of VV Manager II. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. ( 4 )Held by Vida Ventures II-A, LLC ("Vida II Parallel Fund"). VV Manager II is the manager of Vida II Parallel Fund. The Reporting Person is a member of the investment committee of VV Manager II. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. ( 5 )This transaction occurred prior to the effectiveness of the Issuer's registration under Section 12 of the Securities Exchange Act of 1934 and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. ( 6 )On May 20, 2021, the Issuer effected a share capital reorganization, which had the effect of a one for two reverse share split of the Issuer's share capital ("Share Split"). This amount has been adjusted to give effect to the Share Split.

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.