0000950170-24-016610.txt : 20240216 0000950170-24-016610.hdr.sgml : 20240216 20240216184337 ACCESSION NUMBER: 0000950170-24-016610 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fairmount Funds Management LLC CENTRAL INDEX KEY: 0001802528 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38443 FILM NUMBER: 24650049 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 267-262-5300 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE STREET 2: SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cogent Biosciences, Inc. CENTRAL INDEX KEY: 0001622229 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 465308248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 275 WYMAN STREET STREET 2: 3RD FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 617-945-5576 MAIL ADDRESS: STREET 1: 275 WYMAN STREET STREET 2: 3RD FLOOR CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: Unum Therapeutics Inc. DATE OF NAME CHANGE: 20180402 FORMER COMPANY: FORMER CONFORMED NAME: Unum Therapeutics, Inc. DATE OF NAME CHANGE: 20141014 4 1 ownership.xml 4 X0508 4 2024-02-16 0001622229 Cogent Biosciences, Inc. COGT 0001802528 Fairmount Funds Management LLC 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN PA 19428 false false true false false Common Stock 2024-02-16 4 A false 1166666 7.50 A 4438790 I Fairmount Healthcare Fund II LP Common Stock 286851 I Fairmount Healthcare Fund LP Series B Convertible Preferred Stock 2024-02-16 4 A false 1500 7500.00 A Common Stock 1500000 1500 I Fairmount Healthcare Fund II LP The shares of Common Stock and Series B Preferred Stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended. 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 B 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. Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common 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. Each share of Series B Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, 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 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion. This Form 4 is filed jointly with Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC. /s/ Tomas Kiselak for Fairmount Funds Management LLC 2024-02-16