Aaron G.L. Fletcher - Jun 9, 2023 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Signature
/s/ Aaron G.L. Fletcher
Stock symbol
CGTX
Transactions as of
Jun 9, 2023
Transactions value $
$0
Form type
4
Date filed
6/13/2023, 08:01 PM
Previous filing
Jan 5, 2023
Next filing
Jun 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CGTX Common Stock Award $0 +6K $0.00 6K Jun 9, 2023 Direct F1, F2
holding CGTX Common Stock 327K Jun 9, 2023 By Bios Fund III NT, LP F3, F4, F5, F6
holding CGTX Common Stock 2.02M Jun 9, 2023 By Bios Fund III QP, LP F3, F4, F5, F6
holding CGTX Common Stock 310K Jun 9, 2023 By Bios Fund III, LP F3, F4, F5, F6
holding CGTX Common Stock 1.42M Jun 9, 2023 By Bios Memory SPV I, LP F3, F4, F5, F6
holding CGTX Common Stock 419K Jun 9, 2023 By Bios Fund I, LP F3, F4, F5, F6
holding CGTX Common Stock 245K Jun 9, 2023 By Bios Fund I QP, LP F3, F4, F5, F6
holding CGTX Common Stock 78.3K Jun 9, 2023 By Bios Fund II, LP F2, F3, F4, F5
holding CGTX Common Stock 256K Jun 9, 2023 By Bios Fund II QP, LP F3, F4, F5, F6
holding CGTX Common Stock 34.2K Jun 9, 2023 By Bios Fund II NT, LP F3, F4, F5, F6
holding CGTX Common Stock 385K Jun 9, 2023 By Bios Memory SPV II, LP F3, F4, F5, F6

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 CGTX Stock Option (right to buy) Award $0 +6K $0.00 6K Jun 9, 2023 Common Stock 6K $2.77 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Aaron G.L. Fletcher's ("Dr. Fletcher") continuous service as a director as of the applicable vesting date.
F2 Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors.
F3 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 Equity Partners II, LP 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").
F4 Bios Management and Cavu Management are the general partners Bios Equity III. Bios Advisors is the general partner of Bios Management. Cavu Advisors is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Dr. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Mr. Kreis.
F5 Mr. Kreis, Cavu Management, Cavu Advisors, Dr. 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. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Dr. 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.
F6 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.
F7 The option vests in full on the earlier of (i) June 9, 2024 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to Dr. Fletcher's continuous service as a director as of the applicable vesting date.

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 Mr. Kreis. as the designated filer.