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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Accardi Mario Alberto

(Last)

(First)

(Middle)

C/O CENTESSA PHARMACEUTICALS PLC

3RD FL., 1 ASHLEY RD, ALTRINCHAM

(Street)

CHESHIRE

WA14 2DT

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2025

3. Issuer Name and Ticker or Trading Symbol
Centessa Pharmaceuticals plc [ CNTA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Orexin Program

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares⁽¹⁾	216,485⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Share Option (right to buy)	⁽³⁾	02/01/2032	Ordinary Shares⁽¹⁾	11,250	$9.53	D
Share Option (right to buy)	⁽⁴⁾	02/01/2032	Ordinary Shares⁽¹⁾	16,875	$9.53	D
Share Option (right to buy)	⁽⁵⁾	02/01/2033	Ordinary Shares⁽¹⁾	30,300	$3.85	D
Share Option (right to buy)	⁽⁶⁾	02/01/2034	Ordinary Shares⁽¹⁾	40,000	$8.01	D
Share Option (right to buy)	⁽⁷⁾	02/03/2035	Ordinary Shares⁽¹⁾	225,000	$16.9	D

Explanation of Responses:

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

2. Includes 25,150 Restricted Share Units ("RSUs") issued under the Centessa Pharmaceuticals plc Amended and Restated 2021 Stock Option and Incentive Plan. Each RSU represents the contingent right to receive one Ordinary Share of the Issuer.

3. 1/48th of the shares subject to such option shall vest and become exercisable in substantially equal monthly installments with the first installment vesting on March 1, 2022.

4. Represents the vested portion of such option granted on February 1, 2022 that vests upon the achievement of applicable performance goals.

5. 1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 1, 2023.

6. 1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 1, 2024.

7. 1/48th of the shares subject to such option shall vest and become exercisable in equal monthly installments with the first installment vesting on March 1, 2025.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Iqbal Hussain, attorney-in-fact	06/23/2025
	** 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 5 (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.