Filing Details
- Accession Number:
- 0001104659-23-070794
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-06-13 16:07:36
- Reporting Period:
- 2023-06-09
- Accepted Time:
- 2023-06-13 16:07:36
- 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 | 200 Barr Harbor Drive, Suite 400 West Conshohocken PA 19428 | 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 | 2023-06-09 | 800,000 | $12.00 | 3,272,124 | 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
- 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.
- 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.
- 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.