GOYAL ARJUN 4

What Happened

• Arjun Goyal, a director of Centessa Pharmaceuticals plc, reported dispositions on June 24, 2026 tied to Eli Lilly’s acquisition of Centessa. The Form 4 shows multiple “Disposition to the issuer” entries totaling 711,155 ordinary shares (462,585 shares + 64,570 + 48,000 + 48,000 + 48,000 + 40,000).
• The filing lists prices as N/A because the transfers occurred automatically under a court-approved scheme of arrangement. Footnotes state holders received $38.00 in cash per ordinary share plus one contingent value right (CVR) per share (up to $9.00/share in additional contingent payments). The cash consideration for 711,155 shares is about $27.0 million, with potential additional CVR payments up to about $6.4 million.

Key Details

• Transaction date: June 24, 2026 (Effective Time of the Scheme of Arrangement).
• Reported price on Form 4: N/A (transfer was automatic under the scheme); deal terms: $38.00 cash per share + one CVR per share (up to $9.00/share contingent).
• Total shares disposed: 711,155 ordinary shares (breakdown listed above).
• Some reported dispositions were derivative-related — footnotes explain outstanding options were automatically cancelled and converted into cash equal to the excess of $38.00 over the option exercise price, plus one CVR per underlying share.
• Shares owned after the transaction: not specified in the Form 4 filing.
• Filing timeliness: Reported with a period of report matching the transaction date (June 24, 2026); no late filing noted in the document.
• Other notes: Shares may be represented by ADSs (1 ADS = 1 ordinary share). The reporting person’s ownership via Vinyanshu Ventures LLC is discussed and a disclaimer of beneficial ownership is included.

Context

• This was not a typical open-market sale but part of a corporate acquisition (Eli Lilly’s purchase of Centessa via scheme of arrangement). Such transactions transfer shares automatically at the deal consideration and do not necessarily reflect an insider’s active decision to buy or sell.
• Derivative entries reflect option cancellations and cash-out treatment under the deal, rather than separate exercised-for-sale transactions.