Fletcher Aaron G.L. - Nov 16, 2022 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Role
Director
Signature
/s/ Aaron G.L. Fletcher
Stock symbol
CGTX
Transactions as of
Nov 16, 2022
Transactions value $
$99,400
Form type
4
Date filed
11/17/2022, 06:00 AM
Previous filing
Nov 16, 2022
Next filing
Nov 23, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CGTX Common Stock Purchase $12.2K +8.72K +2.76% $1.40 325K Nov 16, 2022 By Bios Fund III NT, LP F1, F2, F3, F4, F5
transaction CGTX Common Stock Purchase $75.6K +54K +2.76% $1.40 2.01M Nov 16, 2022 By Bios Fund III QP, LP F1, F2, F3, F4, F5
transaction CGTX Common Stock Purchase $11.6K +8.27K +2.76% $1.40 308K Nov 16, 2022 Bios Fund III, LP F1, F2, F3, F4, F5
holding CGTX Common Stock 1.42M Nov 16, 2022 By Bios Memory SPV I, LP F1, F2, F3, F4
holding CGTX Common Stock 419K Nov 16, 2022 By: Bios Fund I, LP F1, F2, F3, F4
holding CGTX Common Stock 245K Nov 16, 2022 By: Bios Fund I QP, LP F1, F2, F3, F4
holding CGTX Common Stock 78.3K Nov 16, 2022 By: Bios Fund II, LP F1, F2, F3, F4
holding CGTX Common Stock 256K Nov 16, 2022 By: Bios Fund II QP, LP F1, F2, F3, F4
holding CGTX Common Stock 34.2K Nov 16, 2022 By: Bios Fund II NT, LP F1, F2, F3, F4
holding CGTX Common Stock 385K Nov 16, 2022 By Bios Memory SPV II, LP F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management.
F2 Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.
F3 Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.
F4 For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.23 to $1.54, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

Remarks:

This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. The second Form 4 was filed by Leslie W. Kreis, Jr. as the designated filer.