Fairmount Funds Management LLC - 10 Jun 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
10 Jun 2024
Net transactions value
$0
Form type
4
Filing time
12 Jun 2024, 21:01:59 UTC
Previous filing
07 Jun 2024
Next filing
06 Sep 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 Options Exercise +1,500,000 +32% 6,225,641 10 Jun 2024 Fairmount Healthcare Fund II LP F1, F2

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 Options Exercise $0 -1,500 -100% $0.000000* 0 10 Jun 2024 Common Stock 1,500,000 Fairmount Healthcare Fund II LP F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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.

Remarks:

This Form 4 is filed jointly with 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.