Deferiere Raphael 4

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.