Centessa Board Member Receives Major Stock Incentive Package - What It Means

Rhea-AI Filing Summary

Form 4 filing reveals that Mary Lynne Hedley, Director at Centessa Pharmaceuticals, was granted 40,000 share options on June 20, 2025. The stock options have an exercise price of $12.43 per share and will expire on June 20, 2035.

Key details of the option grant:

• Vesting occurs at the earlier of: (1) first anniversary of grant date or (2) next annual shareholder meeting
• Vesting is contingent on continued service as director
• Options are convertible into ordinary shares, which may be represented as American Depositary Shares (1:1 ratio)
• Direct ownership form reported

This grant appears to be part of the company's director compensation program. No other securities transactions were reported in this filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hedley Mary Lynne

(Last) (First) (Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FL., 1 ASHLEY RD, ALTRINCHAM

(Street)

CHESHIRE X0 WA14 2DT

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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

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

X	Form filed by One Reporting Person
	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)	$12.43	06/20/2025		A		40,000		(1)	06/20/2035	Ordinary Shares(2)	40,000	$0	40,000	D

Explanation of Responses:

1. The shares subject to such 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 continued service as a director through the applicable vesting date.

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

Remarks:

	/s/ Iqbal Hussain, attorney-in-fact	06/24/2025
	** 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).
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.

FAQ

What stock options did CNTA director Mary Lynne Hedley receive on June 20, 2025?

Mary Lynne Hedley received 40,000 share options with an exercise price of $12.43 per share. These options were granted on June 20, 2025, and will expire on June 20, 2035.

What are the vesting terms for CNTA director Hedley's stock options granted in June 2025?

The stock options will vest in full upon the earlier of: (i) the first anniversary of the grant date (June 20, 2026) or (ii) Centessa's next annual meeting of shareholders, subject to continued service as a director through the applicable vesting date.

How many CNTA shares can Mary Lynne Hedley purchase with her new stock options?

The stock options grant Mary Lynne Hedley the right to purchase 40,000 Ordinary Shares of Centessa Pharmaceuticals plc. These shares may be represented by American Depositary Shares (ADS), with each ADS currently representing one Ordinary Share.

What is Mary Lynne Hedley's role at CNTA as disclosed in the Form 4?

According to the Form 4 filing, Mary Lynne Hedley serves as a Director of Centessa Pharmaceuticals plc (CNTA). This is indicated by the 'X' marked in the Director box under the Relationship of Reporting Person(s) to Issuer section.