INDEX VENTURES LIFE VI (JERSEY) L.P. 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) 10% Owner Index Ventures Life VI Sells Shares
What Happened
- Index Ventures Life VI (a 10% owner) reported the disposition of 9,961,789 ordinary shares (ADSs) of Centessa Pharmaceuticals on June 24, 2026. The transfers occurred at the effective time of a scheme of arrangement under which Eli Lilly acquired Centessa.
- Consideration was $38.00 in cash per Ordinary Share/ADS (total cash ≈ $378,547,982) plus one contingent value right (CVR) per share entitling holders to up to $9.00 per share in aggregate contingent payments (potential additional ≈ $89,656,101). The Form 4 lists the transactions as sales (S), but the transfers were effected automatically under the acquisition scheme.
Key Details
- Transaction date: 2026-06-24 (Effective Time of the Scheme of Arrangement)
- Reported disposals: 9,812,368 shares and 149,421 shares (total 9,961,789 shares)
- Cash consideration: $38.00 per share; total cash ≈ $378,547,982
- Contingent consideration: 1 CVR per share, up to $9.00/share (total potential ≈ $89,656,101)
- Shares owned after transaction: The filing shows these reported shares were transferred automatically at the Effective Time; the report does not list continuing holdings of these specific shares
- Notable footnotes: each ADS currently represents one Ordinary Share; transfer occurred pursuant to the Scheme of Arrangement; Index Ventures and a related co-investment vehicle disclaim Section 16 beneficial ownership except to the extent of pecuniary interest; Medicxi acts as sub-adviser and may be part of a group
- Filing timeliness: No late filing is indicated in the provided data
Context
- This was an institutional disposition tied to an acquisition (Eli Lilly’s purchase of Centessa) rather than a voluntary open‑market trade by an executive. The primary payment was cash at closing; additional value depends on CVR milestones and is not guaranteed.
- For retail investors, note this reflects deal consideration being paid to a large shareholder, not necessarily a sell signal about Centessa’s future operations.
Insider Transaction Report
Form 4Exit
INDEX VENTURES LIFE VI (JERSEY) L.P.
10% Owner
Transactions
- Sale
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−9,812,368→ 0 total(indirect: See footnote) - Sale
Ordinary Shares
[F1][F2][F3][F4][F6]2026-06-24−149,421→ 0 total(indirect: See footnote)
Footnotes (6)
- [F1]The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents one Ordinary Share.
- [F2]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").
- [F3]At the effective time of the Scheme of Arrangement (the "Effective Time"), holders of Ordinary Shares became entitled to receive (a) $38.00 in cash per Ordinary Share (the "Cash Consideration"), without interest and less any applicable withholding taxes, and (b) one non-transferable contingent value right (a "CVR") 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. Because each ADS represents one Ordinary Share, holders of ADSs became entitled to the same per-share consideration of $38.00 in cash plus one CVR per ADS.
- [F4](continued from footnote 3) The transfer of Ordinary Shares occurred automatically at the Effective Time pursuant to the Scheme of Arrangement, without any action by or discretion of the Reporting Persons.
- [F5]Held by Index Ventures Life VI (Jersey) LP, a Jersey limited partnership ("Index Ventures Life VI"). Index Venture Life Associates VI Limited, a Jersey limited liability company ("Index Venture Life VI GP"), is the managing general partner of Index Ventures Life VI. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Index Ventures Life VI, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.
- [F6]Held by Yucca (Jersey) SLP, a Jersey separate limited partnership ("Yucca"). Yucca administers the Index Ventures Life VI co-investment vehicle that is contractually required to mirror the investment in the shares by Index Ventures Life VI. The Reporting Persons disclaim Section 16 beneficial ownership of the securities held by Yucca, except to the extent of their respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that they have beneficial ownership of such shares for Section 16 or any other purpose.