[Form 4] Centessa Pharmaceuticals plc Insider Trading Activity
Rhea-AI Filing Summary
Hukkelhoven Mathias reported disposition transactions in this Form 4 filing.
Centessa Pharmaceuticals director Mathias Hukkelhoven reported the cancellation of several share option awards following the acquisition of Centessa by Eli Lilly and Company. Under a UK scheme of arrangement, Eli Lilly’s subsidiary acquired all outstanding Ordinary Shares of Centessa.
At the effective time, each outstanding share option, whether or not vested, was automatically cancelled and converted into a cash payment equal to $38.00 per underlying Ordinary Share minus the option’s exercise price, plus one contingent value right per share. These contingent value rights may pay up to an additional $9.00 per Ordinary Share upon achievement of specified milestones. No share options were exercised before this conversion, and no derivative options remain reported after the transaction.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Share Option (right to buy) | 96,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 48,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 48,000 | $0.00 | -- |
| Disposition | Share Option (right to buy) | 40,000 | $0.00 | -- |
Footnotes (1)
- On 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"). Pursuant 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. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
