Sec Form 4 Filing - GAP (Bermuda) L.P. @ Centessa Pharmaceuticals plc - 2023-06-22

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
GAP (Bermuda) L.P.
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CONYERS CLIENT SERVICES LIMITED,, CLARENDON HOUSE, 2 CHURCH STREET
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2023
(Street)
HAMILTON, D0HM 11
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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 Following 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
Share Option (right to buy) $ 6.35 06/22/2023 A 48,000 ( 1 ) 06/22/2023 Ordinary Shares ( 2 ) 48,000 $ 0 48,000 I See footnote ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GAP (Bermuda) L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0HM 11
X X
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0HM 11
X X
General Atlantic (Lux) S.a r.l.
412F, ROUTE D'ESCH
LUXEMBOURG, N4L-1471
X X
General Atlantic GenPar (Lux) SCSp
412F, ROUTE D'ESCH
LUXEMBOURG, N4L-1471
X X
General Atlantic Cooperatief, L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0HM 11
X X
General Atlantic Partners (Lux), SCSp
412F, ROUTE D'ESCH
LUXEMBOURG, N4L-1471
X X
General Atlantic Partners (Bermuda) EU, L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0HM 11
X X
General Atlantic Partners (Bermuda) IV, L.P.
C/O CONYERS CLIENT SERVICES LIMITED,
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0HM 11
X X
General Atlantic Cooperatief U.A.
PRINSENGRACHT 769
AMSTERDAM, P71017 JZ
X X
General Atlantic UM B.V.
PRINSENGRACHT 769
AMSTERDAM, P71017 JZ
X X
Signatures
/s/ Michael Gosk 06/26/2023
Signature of Reporting Person Date
/s/ Michael Gosk 06/26/2023
Signature of Reporting Person Date
/s/ Ingrid van der Hoorn 06/26/2023
Signature of Reporting Person Date
/s/ Ingrid van der Hoorn 06/26/2023
Signature of Reporting Person Date
/s/ Michael Gosk 06/26/2023
Signature of Reporting Person Date
/s/ Ingrid van der Hoorn 06/26/2023
Signature of Reporting Person Date
/s/ Michael Gosk 06/26/2023
Signature of Reporting Person Date
/s/ Michael Gosk 06/26/2023
Signature of Reporting Person Date
/s/ Ingrid van der Hoorn 06/26/2023
Signature of Reporting Person Date
/s/ Ingrid van der Hoorn 06/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ordinary Shares subject to the Share 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 Dr. Brett Zbar's continued service as a director of the Issuer through the applicable vesting date.
( 2 )The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.
( 3 )The Share Option was granted to Dr. Zbar who is an employee of General Atlantic Service Company, L.P., a Delaware limited partnership ("GASC ") and director of the Issuer.
( 4 )The Share Option granted to Dr. Zbar is held by him solely for the benefit of GASC, which is controlled by the management committee of GASC MGP, LLC (the "Management Committee"). There are eleven members of the Management Committee. Each of the members of the Management Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein.

Remarks:
GAP (Bermuda) L.P., General Atlantic GenPar (Bermuda), L.P., General Atlantic (Lux) S.a r.l., General Atlantic GenPar (Lux) SCSp, General Atlantic Partners (Bermuda) IV, L.P., General Atlantic Partners (Bermuda) EU, L.P., General Atlantic Partners (Lux) SCSp, General Atlantic Cooperatief, L.P., General Atlantic Cooperatief U.A. and General Atlantic (UM) B.V. 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.

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).
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