Aaron G.L. Fletcher - Jan 31, 2022 Form 4 Insider Report for COGNITION THERAPEUTICS INC (CGTX)

Signature
/s/ Aaron Glenn Louis Fletcher
Stock symbol
CGTX
Transactions as of
Jan 31, 2022
Transactions value $
$0
Form type
4
Date filed
2/1/2022, 06:51 PM
Previous filing
Jan 5, 2022
Next filing
Apr 4, 2022

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) Other $0 -1.15K -29.63% $0.00 2.72K Jan 31, 2022 Common Stock 1.15K $1.75 Direct F1, F2
transaction CGTX Stock Option (right to buy) Other $0 +1.15K $0.00 1.15K Jan 31, 2022 Common Stock 1.15K $1.75 By BP Directors, LP F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of options to purchase 1,145 shares of common stock of the Issuer, par value $0.001 per share ("Shares"), granted in consideration for Dr. Aaron Fletcher's services as a director of the Issuer. These options were granted to Dr. Fletcher on February 23, 2021, together with options to purchase 2,719 additional Shares (3,864 Shares in total).
F2 These options vests in four (4) equal annual installments beginning on February 1, 2022. These options were granted on February 23, 2021.
F3 Bios Equity Partners, LP ("Bios Equity I") is the general partner of BP Directors, LP ("Bios Directors"). Cavu Management, LP ("Cavu Management") and Bios Capital Management, LP ("Bios Management") are the general partners of Bios Equity I. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Leslie W. Kreis, is the general partner of Cavu Management. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Dr. Fletcher, is the general partner of Bios Management.
F4 Pursuant to a preexisting agreement, Dr. Fletcher is deemed to hold the reported options (covering 1,145 Shares) for the benefit of Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported options, and Bios Equity I, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors, Mr. Kreis and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported options through his or its respective indirect interest in Bios Directors. This Form 4 is being filed to report such relationship.
F5 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 its pecuniary interest therein, if any, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.