Fairmount Funds Management LLC - Feb 16, 2024 Form 4 Insider Report for Cogent Biosciences, Inc. (COGT)

Role
10%+ Owner
Signature
/s/ Tomas Kiselak for Fairmount Funds Management LLC
Stock symbol
COGT
Transactions as of
Feb 16, 2024
Transactions value $
$19,999,995
Form type
4
Date filed
2/16/2024, 06:43 PM
Previous filing
Jan 31, 2024
Next filing
Apr 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COGT Common Stock Award $8.75M +1.17M +35.65% $7.50 4.44M Feb 16, 2024 Fairmount Healthcare Fund II LP F1, F2
holding COGT Common Stock 287K Feb 16, 2024 Fairmount Healthcare Fund LP F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction COGT Series B Convertible Preferred Stock Award $11.3M +1.5K $7,500.00* 1.5K Feb 16, 2024 Common Stock 1.5M Fairmount Healthcare Fund II LP F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F3 Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common 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.
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.

Remarks:

This Form 4 is filed jointly with Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC.