SEC Form SC 13G filed by Centessa Pharmaceuticals plc

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Represents Ordinary Shares of the Issuer (the “Shares”) underlying 3,734,708 American Depositary Shares of the Issuer (the “ADSs”) directly owned by the Reporting Person. Each ADS represents one Share.  

(1) Represents Shares underlying 3,734,708 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 2,730,698 ADSs directly owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 2,730,698 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 334,576 ADSs directly owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 334,576 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 6,465,406 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 6,894,345 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).  

(1) Represents Shares underlying 6,894,345 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).

(1) Represents Shares underlying 6,894,345 ADSs that may be deemed to be beneficially owned by the Reporting Person (each ADS represents one Share).  

Centessa Pharmaceuticals plc, incorporated under the laws of England and Wales (the “Issuer”).

1 Ashley Road, 3^rd Floor

Altrincham, Cheshire WA14 2DT

United Kingdom

Biotechnology Value Fund, L.P. (“BVF”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF I GP LLC (“BVF GP”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Fund II, L.P. (“BVF2”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF II GP LLC (“BVF2 GP”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

BVF GP Holdings LLC (“BVF GPH”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Partners L.P. (“Partners”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

BVF Inc.

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: Delaware

Mark N. Lampert (“Mr. Lampert”)

44 Montgomery St., 40^th Floor

San Francisco, California 94104

Citizenship: United States

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Ordinary Shares, nominal value £0.002 per share (the “Shares”). The Reporting Persons own American Depositary Shares of the Issuer (the “ADSs”), as set forth herein. Each ADS represents one Share.

152309100

As of the close of business on June 16, 2022, (i) BVF beneficially owns 3,734,708 Shares underlying ADSs it directly owns, (ii) BVF2 beneficially owns 2,730,698 Shares underlying ADSs it directly owns, and (iii) Trading Fund OS beneficially owns 334,576 Shares underlying ADSs it directly owns.

BVF GP, as the general partner of BVF, may be deemed to beneficially own the 3,734,708 Shares beneficially owned by BVF.

BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 2,730,698 Shares beneficially owned by BVF2.

Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own the 334,576 Shares beneficially owned by Trading Fund OS.

BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 6,465,406 Shares beneficially owned in the aggregate by BVF and BVF2.

Partners, as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 6,894,345 Shares beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and 94,363 Shares underlying ADSs held in a certain Partners managed account (the “Partners Managed Account”).

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 6,894,345 Shares beneficially owned by Partners.

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 6,894,345 Shares beneficially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. BVF GP disclaims beneficial ownership of the Shares beneficially owned by BVF. BVF2 GP disclaims beneficial ownership of the Shares beneficially owned by BVF2. Partners OS disclaims beneficial ownership of the Shares beneficially owned by Trading Fund OS. BVF GPH disclaims beneficial ownership of the Shares beneficially owned by BVF and BVF2. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the Shares beneficially owned by BVF, BVF2 and Trading Fund OS and the Shares underlying the ADSs held in the Partners Managed Account, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 94,041,029 Shares outstanding as of May 9, 2022, as disclosed in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 23, 2022.

As of the close of business on June 16, 2022, (i) BVF beneficially owned approximately 4.0% of the outstanding Shares, (ii) BVF2 beneficially owned approximately 2.9% of the outstanding Shares, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding Shares, (iv) BVF GP may be deemed to beneficially own approximately 4.0% of the outstanding Shares, (v) BVF2 GP may be deemed to beneficially own approximately 2.9% of the outstanding Shares, (vi) Partners OS may be deemed to beneficially own less than 1% of the outstanding Shares, (vii) BVF GPH may be deemed to beneficially own approximately 6.9% of the outstanding Shares and (viii) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 7.3% of the outstanding Shares (less than 1% of the outstanding Shares are represented by ADSs held in the Partners Managed Account).

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

BVF GPH, Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by BVF and BVF2. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares beneficially owned by Trading Fund OS and the Shares underlying the ADSs held in the Partners Managed Account.

Not Applicable.

See Exhibit 99.1.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 16, 2022