Form 4 for COGT Cogent Biosciences, Inc.
Accepted 2024-02-16 00:00:00 ET · period of report 2024-02-16 · accession 0000950170-24-016610 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-02-16 | 2024-02-16 | COGT | Fairmount Funds Management LLC | 10% | A - Grant | $7.50 | +1.17M | 4.44M | +36% | +$8.75M |
| DI | 2024-02-16 | 2024-02-16 | COGT | Fairmount Funds Management LLC | 10% | A - Grant | $7,500.00 | +1,500 | 1,500 | New | +$11.25M |
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 | 2024-02-16 | A | A | 1,166,666 | $7.50 | 4,438,790 | I Fairmount Healthcare Fund II LP | — | — | (F1) The shares of Common Stock and Series B Preferred Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. (F2) 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 B 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. |
| 2 | Derivative | Series B Convertible Preferred Stock | 2024-02-16 | A | A | 1,500 | $7,500.00 | 1,500 | I Fairmount Healthcare Fund II LP | — · — to — | 1,500,000 Common Stock | (F1) The shares of Common Stock and Series B Preferred Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. (F2) 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 B 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. (F4) Each share of Series B Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 1,000 shares of Common Stock, subject to certain limitations, including that a holder of Series B Preferred Stock is prohibited from converting shares of Series B 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. |