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