InsiderTrades

Form 4 for COGT Cogent Biosciences, Inc.

Accepted 2024-04-01 00:00:00 ET · period of report 2024-03-28 · accession 0000950170-24-039588 · 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
DMI 2024-04-01 2024-03-28 COGT Fairmount Funds Management LLC Dir J - Other — 0 0 New —
DMI 2024-04-01 2024-03-28 COGT Fairmount Funds Management LLC Dir J - Other $0.00 0 0 New $0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2024-03-28 J A 286,851 — 4,725,641 I Fairmount Healthcare Fund II LP — — (F1) On March 28, 2024, in connection with the wind down of Fairmount Healthcare Fund LP ("Fund I"), all shares of Common Stock and Series A Convertible Preferred Stock held by Fund I were transferred to Fairmount Healthcare Fund II LP ("Fund II"). (F3) Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by 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 Common Common Stock 2024-03-28 J D 286,851 — 0 I Fairmount Healthcare Fund LP — — (F1) On March 28, 2024, in connection with the wind down of Fairmount Healthcare Fund LP ("Fund I"), all shares of Common Stock and Series A Convertible Preferred Stock held by Fund I were transferred to Fairmount Healthcare Fund II LP ("Fund II"). (F2) Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the securities held by 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.
3 Derivative Series A Convertible Preferred Stock 2024-03-28 J A 11,914 $0.00 67,414 I Fairmount Healthcare Fund II LP — · — to — 2,978,500 Common Stock (F3) Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by 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 A Convertible 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 9.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
4 Derivative Series A Convertible Preferred Stock 2024-03-28 J D 11,914 $0.00 0 I Fairmount Healthcare Fund LP — · — to — 2,978,500 Common Stock (F2) Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the securities held by 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. (F4) Each share of Series A Convertible 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 9.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.