Fairmount Funds Management LLC - 28 Mar 2024 Form 4 Insider Report for Cogent Biosciences, Inc. (COGT)

Role
Director
Signature
/s/ Tomas Kiselak for Fairmount Funds Management LLC
Issuer symbol
COGT
Transactions as of
28 Mar 2024
Net transactions value
$0
Form type
4
Filing time
01 Apr 2024, 18:19:19 UTC
Previous filing
16 Feb 2024
Next filing
01 Apr 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COGT Common Stock Other -286,851 -100% 0 28 Mar 2024 Fairmount Healthcare Fund LP F1, F2
transaction COGT Common Stock Other +286,851 +6.5% 4,725,641 28 Mar 2024 Fairmount Healthcare Fund II LP F1, 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 A Convertible Preferred Stock Other $0 -11,914 -100% $0.000000* 0 28 Mar 2024 Common Stock 2,978,500 Fairmount Healthcare Fund LP F1, F2, F4
transaction COGT Series A Convertible Preferred Stock Other $0 +11,914 +21% $0.000000 67,414 28 Mar 2024 Common Stock 2,978,500 Fairmount Healthcare Fund II LP F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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.

Remarks:

This Form 4 is filed jointly with Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC. The Reporting Person may be deemed a director by deputization of Issuer by virtue of the fact that Peter Harwin serves on the board of directors of Issuer and is also a Managing Member of Fairmount Funds Management LLC.