| Item 1. | |
| (a) | Name of issuer:
Centessa Pharmaceuticals plc |
| (b) | Address of issuer's principal executive offices:
3rd Floor, 1 Ashley Road, Altrincham Cheshire WA14 2DT United Kingdom |
| Item 2. | |
| (a) | Name of person filing:
(i) Medicxi Growth I LP ("Growth I"), a Jersey limited partnership;
(ii) Medicxi Growth Co-Invest I LP ("Growth Co-Invest I"), a Jersey limited partnership;
(iii) Medicxi Growth I GP Limited ("Growth I GP"), a Jersey limited liability company, which
is the sole managing general partner of Growth I and Growth Co-Invest I;
(iv) Medicxi Ventures I LP ("Ventures I"), a Jersey limited partnership;
(v) Medicxi Co-Invest I LP ("Co-Invest I"), a Jersey limited partnership;
(vi) Medicxi Ventures I GP Limited ("Ventures I GP"), a Jersey limited liability company,
which is the sole managing general partner of Ventures I and Co-Invest I;
(vii) Medicxi Secondary I LP ("Secondary I"), a Jersey limited partnership;
(viii) Medicxi Secondary Co-Invest I LP ("Secondary Co-Invest I" and, together with Growth I, Growth Co-Invest I, Ventures I, Co-Invest I and Secondary I, the "Medicxi Funds"), a Jersey limited partnership;
(ix) Medicxi Secondary I GP Limited ("Secondary I GP"), a Jersey limited liability company, which is the sole managing general partner of Secondary I and Secondary Co-Invest I; and
(x) Medicxi Ventures Management (Jersey) Limited ("Medicxi Manager"), a Jersey limited liability company, which is the sole manager of the Medicxi Funds.
Growth I, Growth Co-Invest I, Growth I GP, Ventures I, Co-Invest I, Ventures I GP, Secondary I, Secondary Co-Invest I, Secondary I GP and Medicxi Manager are sometimes individually referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o CSC Fund Services (Jersey) Limited, 44 Esplanade, St. Helier, Jersey JE4 9WG. |
| (c) | Citizenship:
See Item 2(a). |
| (d) | Title of class of securities:
Ordinary Shares, nominal value 0.002 per share |
| (e) | CUSIP No.:
|
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of June 30, 2026, none of the Reporting Persons may be deemed to beneficially own any Ordinary Shares of the Issuer. |
| (b) | Percent of class:
0.0 %
|
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)