Form 4 for CGON CG Oncology, Inc.
Accepted 2024-01-31 00:00:00 ET · period of report 2024-01-29 · accession 0000950170-24-009429 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-01-31 | 2024-01-29 | CGON | Song Hong Fang | Dir | C - Cnv Deriv | — | +350.8K | 350.8K | New | — |
| DMI | 2024-01-31 | 2024-01-29 | CGON | Song Hong Fang | Dir | C - Cnv Deriv | — | +4.94M | 1.01M | New | — |
| D | 2024-01-31 | 2024-01-29 | CGON | Song Hong Fang | Dir | P - Purchase | $19.00 | +263.2K | 613.9K | +75% | +$5.00M |
| DMI | 2024-01-31 | 2024-01-29 | CGON | Song Hong Fang | Dir | C - Cnv Deriv | — | -47.12M | 0 | -100% | — |
| D | 2024-01-31 | 2024-01-29 | CGON | Song Hong Fang | Dir | C - Cnv Deriv | — | -3.34M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-01-29 | C | A | 350,771 | — | 350,771 | D By Unique Diamond Investments Limited | — | — | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. (F2) Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. (F3) Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. |
| 2 | Common | Common Stock | 2024-01-29 | C | A | 3,930,176 | — | 3,930,176 | I | — | — | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. |
| 3 | Common | Common Stock | 2024-01-29 | C | A | 1,011,192 | — | 1,011,192 | I By Charming Jade Limited | — | — | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. (F3) Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. (F4) Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. |
| 4 | Common | Common Stock | 2024-01-29 | P | A | 263,157 | $19.00 | 613,928 | D | — | — | |
| 5 | Derivative | Series E Preferred Stock | 2024-01-29 | C | D | 37,474,236 | — | 0 | I | — · — to — | 3,930,176 Common Stock | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. |
| 6 | Derivative | Series C Preferred Stock | 2024-01-29 | C | D | 6,262,967 | — | 0 | I By Unique Diamond Investments Limited | — · — to — | 656,839 Common Stock | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. (F2) Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. (F3) Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. |
| 7 | Derivative | Series B Preferred Stock | 2024-01-29 | C | D | 3,344,608 | — | 0 | D By Unique Diamond Investments Limited | — · — to — | 350,771 Common Stock | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. (F2) Unique Diamond Investments Limited is a wholly owned subsidiary of ORI Healthcare Fund, L.P. ORI Capital Inc. is the general partner of ORI Healthcare Fund, L.P. (F3) Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. |
| 8 | Derivative | Series D Preferred Stock | 2024-01-29 | C | D | 3,378,758 | — | 0 | I By Charming Jade Limited | — · — to — | 354,353 Common Stock | (F1) Each share of the Issuer's preferred stock is convertible into shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering. (F3) Each of ORI Capital Inc. and ORI Capital II Inc. is a wholly owned subsidiary of ORI Capital Holding Inc., which is a wholly owned subsidiary of Healthcare Seed Limited. Ms. Song is the sole owner of Healthcare Seed Limited. As a result of these relationships, each of the foregoing entities and Ms. Song may be deemed to share beneficial ownership over the securities held of record by Unique Diamond Investments Limited and Charming Jade Limited, except to the extent of their pecuniary interests therein. (F4) Charming Jade Limited is a wholly owned subsidiary of ORI Healthcare Fund II, L.P. ORI Capital II Inc. is the general partner of ORI Healthcare Fund II, L.P. |