Deferiere Raphael 4
4 · Centessa Pharmaceuticals plc · Filed Jun 24, 2026
Research Summary
AI-generated summary of this filing
Centessa (CNTA) Chief Accounting Officer Raphael Deferiere Sells Shares
What Happened
Raphael Deferiere, Chief Accounting Officer of Centessa Pharmaceuticals (CNTA), recorded dispositions of a total of 218,000 ordinary shares (11,000; 165,000 derivative; 42,000 derivative) on June 24, 2026. These dispositions were made to the issuer as part of the takeover by Eli Lilly and Company; under the deal each ordinary share received $38.00 in cash plus one contingent value right (CVR). The cash portion for 218,000 shares is approximately $8,284,000 (before taxes and without interest); additional contingent payments of up to $9.00 per share (up to ~$1.96M total) may be payable if milestone conditions are met.
Key Details
- Transaction date: June 24, 2026 (effective time of the Scheme of Arrangement).
- Reported transactions: Dispositions to issuer of 11,000 shares and two derivative lots (165,000 and 42,000). Filing lists price as N/A because consideration was provided under the merger terms.
- Consideration: $38.00 cash per share plus one non-transferable CVR per share (CVRs may pay up to $9.00/share based on milestones); amounts reported are before withholding taxes.
- Derivative explanation: RSUs and options were converted/cancelled at the deal’s effective time and converted into cash and CVRs per the transaction agreement (RSUs vested and converted; options converted to cash equal to excess of deal price over exercise price).
- Shares owned after transaction: Not specified in the filing.
- Timeliness: Filing reports the June 24, 2026 transaction and was filed the same day (no late filing indicated).
Context
This was not a voluntary open-market sale but an automatic transfer under a court-approved scheme of arrangement (a corporate acquisition). Such dispositions reflect deal consideration rather than an insider trading decision; the insider received merger consideration (cash + CVRs) for the shares and derivative awards.
Insider Transaction Report
- Disposition to Issuer
Ordinary Shares
[F1][F2][F3][F4][F5]2026-06-24−11,000→ 0 total - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−165,000→ 0 totalExercise: $13.41Exp: 2035-06-02→ Ordinary Shares (165,000 underlying) - Disposition to Issuer
Share Option (right to buy)
[F2][F6][F1]2026-06-24−42,000→ 0 totalExercise: $25.19Exp: 2036-02-02→ Ordinary Shares (42,000 underlying)
Footnotes (6)
- [F1]The Ordinary Shares may be represented by American Depositary Shares, 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 Person.
- [F5]Represents Ordinary Shares underlying Restricted Share Units ("RSUs"). Each RSU represented a contingent right to receive one Ordinary Share of the Company. Pursuant to the Transaction Agreement, at the Effective Time, each outstanding and unvested RSU became fully vested, and at the Effective Time, each RSU was automatically cancelled and converted into the right to receive (i) $38.00 in cash per Ordinary Share underlying such RSU award, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No Ordinary Shares were issued upon settlement of RSUs prior to the Effective Time.
- [F6]Pursuant to the Transaction Agreement at the Effective Time, each outstanding share option, whether or not vested, was automatically cancelled and converted into the right to receive (i) an amount in cash equal to the excess of the Cash Consideration over the per-share exercise price of such option, without interest and less applicable withholding taxes, and (ii) one CVR per underlying Ordinary Share, in each case in accordance with the Transaction Agreement. No share options were exercised prior to the Effective Time.