De Rubertis Francesco 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) Director Francesco De Rubertis Sells Shares
What Happened
Francesco De Rubertis, a director of Centessa Pharmaceuticals plc (CNTA), reported dispositions of a total of 19,963,157 ordinary shares (or ADSs) on June 24, 2026. The transfers were effected pursuant to a scheme of arrangement in which Eli Lilly (through LDH XV Corporation) acquired Centessa. Under the deal, holders received $38.00 cash per share (≈ $758.6 million total for these shares) plus one non-transferable contingent value right (CVR) per share entitling holders to up to $9.00 per share in contingent payments (aggregate potential CVR ≈ $179.7 million).
Key Details
- Transaction date: June 24, 2026 (Effective Time of the Scheme of Arrangement).
- Transaction type: Disposition to the issuer pursuant to the acquisition (scheme of arrangement).
- Shares disposed: 19,963,157 ordinary shares / ADSs in multiple lots.
- Cash consideration: $38.00 per share → ~ $758.6 million total.
- CVR: One CVR per share, contingent payments up to $9.00 per share → potential additional ~$179.7 million.
- ADS/Ordinary share note: Each ADS represents one ordinary share (footnote F1/F3).
- Beneficial ownership disclaimers: Reporting person disclaims Section 16 beneficial ownership for shares held by various Medicxi funds (see footnotes F5–F10).
- Filing: Reported on June 24, 2026 (same date as the transaction); transfers occurred automatically at the Effective Time (footnote F4).
- Exhibit: Exhibit 24.2 (Substitute Power of Attorney) attached.
Context
This was not an open-market sale by choice but an automatic transfer of shares to the acquirer under the acquisition agreement. Such dispositions are typical in takeover transactions and represent a liquidity/exit event for holders rather than routine insider trading; the CVR provides contingent upside if certain milestones are met. The report is informational—no implication about the director’s private trading intent.
Insider Transaction Report
Form 4Exit
De Rubertis Francesco
Director
Transactions
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−4,398,519→ 0 total(indirect: See footnote) - Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F6]2026-06-24−55,677→ 0 total(indirect: See footnote) - Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F7]2026-06-24−3,936,970→ 0 total(indirect: See footnote) - Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F8]2026-06-24−93,526→ 0 total(indirect: See footnote) - Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F9]2026-06-24−11,197,303→ 0 total(indirect: See footnote) - Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F10]2026-06-24−281,162→ 0 total(indirect: See footnote)
Footnotes (10)
- [F1]The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents one Ordinary Share.
- [F10]Held by Medicxi Secondary Co-Invest I LP, a Jersey limited partnership ("Medicxi Secondary Co-Invest I"). MSI GP is the sole managing general partner of Medicxi Secondary Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Secondary Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
- [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 Person.
- [F5]Held by Medicxi Ventures I LP, a Jersey limited partnership ("Medicxi Ventures I"). Medicxi Ventures I GP Limited, a Jersey limited liability company ("MVI GP"), is the sole managing general partner of Medicxi Ventures I, and Medicxi Ventures Management (Jersey) Limited, a Jersey limited liability company ("Medicxi Manager"), is the sole manager of Medicxi Ventures I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Ventures I, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
- [F6]Held by Medicxi Co-Invest I LP, a Jersey limited partnership ("Medicxi Co-Invest I"). MVI GP is the sole managing general partner of Medicxi Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
- [F7]Held by Medicxi Growth I LP, a Jersey limited partnership ("Medicxi Growth I"). Medicxi Growth I GP Limited, a Jersey limited liability company ("MGI GP"), is the sole managing general partner of Medicxi Growth I, and Medicxi Manager is the sole manager of Medicxi Growth I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
- [F8]Held by Medicxi Growth Co-Invest I LP, a Jersey limited partnership ("Medicxi Growth Co-Invest I"). MGI GP is the sole managing general partner of Medicxi Growth Co-Invest I, and Medicxi Manager is the sole manager of Medicxi Growth Co-Invest I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Growth Co-Invest I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
- [F9]Held by Medicxi Secondary I LP, a Jersey limited partnership ("Medicxi Secondary I"). Medicxi Secondary I GP Limited, a Jersey limited liability company ("MSI GP"), is the sole managing general partner of Medicxi Secondary I, and Medicxi Manager is the sole manager of Medicxi Secondary I. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by Medicxi Secondary I, except to the extent of his respective pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
Signature
/s/ Raphael Deferiere, attorney-in-fact|2026-06-24