Fairmount Funds Management LLC - Jun 9, 2023 Form 4 Insider Report for Cogent Biosciences, Inc. (COGT)

Role
Other*, 10%+ Owner
Signature
/s/ Tomas Kiselak for Fairmount Funds Management LLC
Stock symbol
COGT
Transactions as of
Jun 9, 2023
Transactions value $
$9,600,000
Form type
4
Date filed
6/13/2023, 04:07 PM
Previous filing
Aug 19, 2022
Next filing
Jun 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COGT Common Stock Purchase $9.6M +800K +32.36% $12.00 3.27M Jun 9, 2023 Fairmount Healthcare Fund II LP F2
holding COGT Common Stock 287K Jun 9, 2023 Fairmount Healthcare Fund LP F1

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
holding COGT Series A Convertible Preferred Stock 11.9K Jun 9, 2023 Common Stock 2.98M Fairmount Healthcare Fund LP F1, F3
holding COGT Series A Convertible Preferred Stock 55.5K Jun 9, 2023 Common Stock 13.9M Fairmount Healthcare Fund II LP F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Preferred 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.
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 A 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 Each share of Series A 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 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.