Form 4 for COGT Cogent Biosciences, Inc.
Accepted 2024-06-12 00:00:00 ET · period of report 2024-06-10 · accession 0000950170-24-072639 · 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 | 2024-06-12 | 2024-06-10 | COGT | Fairmount Funds Management LLC | Dir | M - OptEx | — | +1.50M | 6.23M | +32% | — |
| DI | 2024-06-12 | 2024-06-10 | COGT | Fairmount Funds Management LLC | Dir | M - OptEx | $0.00 | -1,500 | 0 | -100% | $0 |
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 | 2024-06-10 | M | A | 1,500,000 | — | 6,225,641 | I Fairmount Healthcare Fund II LP | — | — | (F1) On June 5, 2024, Issuer's stockholders approved an amendment to Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 300,000,000 (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock, 1,500 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), held by Fairmount Healthcare Fund II LP ("Fund II") were converted into 1,500,000 shares of Common Stock, effective at 5:00 pm ET on June 10, 2024. (F2) 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 | Derivative | Series B Convertible Preferred Stock | 2024-06-10 | M | D | 1,500 | $0.00 | 0 | I Fairmount Healthcare Fund II LP | — · — to — | 1,500,000 Common Stock | (F2) 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. (F3) Following receipt of the Requisite Stockholder Approval, each share of Series B Preferred Stock automatically converted 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 a specified percentage (to be established by the holder between 0% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. |