Filing Details

Accession Number:
0001104659-22-072798
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-06-21 10:02:37
Reporting Period:
2022-06-16
Accepted Time:
2022-06-21 10:02:37
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1622229 Cogent Biosciences Inc. COGT Pharmaceutical Preparations (2834) 465308248
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1802528 Fairmount Funds Management Llc 2001 Market Street, Suite 2500
Philadelphia PA 19103
No No Yes Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2022-06-16 1,200,000 $8.25 2,472,124 No 4 P Indirect Fairmount Healthcare Fund II LP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Fairmount Healthcare Fund II LP
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 286,851 Indirect Fairmount Healthcare Fund LP
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Series A Convertible Preferred Stock $0.00 2,978,500 11,914 Indirect
Common Stock Series A Convertible Preferred Stock $0.00 13,875,000 55,500 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2,978,500 11,914 Indirect
13,875,000 55,500 Indirect
Footnotes
  1. Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Fairmount Healthcare Fund LP ("Fund I"). They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
  2. Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
  3. Each share of Series A Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 250 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.