SCHEDULE 13G/A 0001104659-20-084846 0001602264 XXXXXXXX LIVE 6 Common Stock, $0.001 par value per share 09/30/2024 0001622229 Cogent Biosciences, Inc. 19240Q201 275 WYMAN STREET 3RD FLOOR WALTHAM MA 02451 Rule 13d-1(c) Venrock Healthcare Capital Partners II, L.P. a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 PN This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. VHCP Co-Investment Holdings II, LLC a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 OO This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. VHCP Management II, LLC a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 OO This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. Venrock Healthcare Capital Partners III, L.P. a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 PN This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. VHCP Co-Investment Holdings III, LLC a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 OO This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. Venrock Healthcare Capital Partners EG, L.P. a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 PN This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. VHCP Management III, LLC a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 OO This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. VHCP Management EG, LLC a DE 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 OO This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. Nimish Shah a X1 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 IN This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. Bong Y Koh a X1 0.00 6446917.00 0.00 6446917.00 6446917.00 5.8 IN This Schedule 13G amendment is being filed solely to correct a clerical error from the original filing that overstated the Reporting Persons' beneficial ownership as of September 30, 2024. Cogent Biosciences, Inc. 275 WYMAN STREET, 3RD FLOOR, WALTHAM, MA, 02451. The names of the persons filing this report (collectively, the "Reporting Persons") are: Venrock Healthcare Capital Partners II, L.P. ("VHCP II") VHCP Co-Investment Holdings II, LLC ("VHCP Co-Investment II") Venrock Healthcare Capital Partners III, L.P. ("VHCP III") VHCP Co-Investment Holdings III, LLC ("VHCP Co-Investment III") Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG") VHCP Management II, LLC ("VHCP Management II") VHCP Management III, LLC ("VHCP Management III") VHCP Management EG, LLC ("VHCP Management EG") Nimish Shah ("Shah") Bong Koh ("Koh") The Reporting Persons are members of a group for the purposes of this Schedule 13G. New York Office: 7 Bryant Park, 23rd Floor New York, NY 10018 Palo Alto Office: 3340 Hillview Avenue Palo Alto, CA 94304 All of the entities were organized in Delaware. Shah and Koh are both United States citizens. Y Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2024 and is incorporated by reference. The Reporting Persons' ownership of the Issuer's securities consists of (i) 788,162 shares of common stock and 201,750 shares of common stock issuable upon the conversion of Series A non-voting convertible preferred stock ("Series A stock") held by Venrock Healthcare Capital Partners II, L.P., (ii) 319,465 shares of common stock and 81,500 shares of common stock issuable upon the conversion of Series A stock held by VHCP Co-Investment Holdings II, LLC, (iii) 2,373,381 shares of common stock and 436,000 shares of common stock issuable upon the conversion of Series A stock held by Venrock Healthcare Capital Partners III, L.P., (iv) 237,682 shares of common stock and 43,500 shares of common stock issuable upon the conversion of Series A stock held by VHCP Co-Investment Holdings III, LLC., and (v) 1,965,477 shares of common stock held by Venrock Healthcare Capital Partners EG, L.P. VHCP Management II is the general partner of VHCP II and the manager of VHCP Co-Investment II. VHCP Management III is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCP Management II, VHCP Management III and VHCP Management EG. The amounts set forth herein correct a clerical error from the original filing that overstated the number of shares of common stock issuable upon conversion of Series A stock held by the Reporting Persons as of September 30, 2024. Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2024 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon the sum of (i) 109,450,463 shares of the Issuer's Common Stock outstanding as of August 2, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2024 plus (ii) 762,750 shares of common stock issuable upon conversion of Series A stock held by the Reporting Persons. Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2024 and is incorporated by reference. Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2024 and is incorporated by reference. Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2024 and is incorporated by reference. Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2024 and is incorporated by reference. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. A: Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 14, 2024) B: Power of Attorney for Nimish Shah (incorporated by reference to Exhibit B to Schedule 13G filed on July 20, 2020) C: Power of Attorney for Bong Koh (incorporated by reference to Exhibit C to Schedule 13G filed on July 20, 2020) Venrock Healthcare Capital Partners II, L.P. /s/ Sherman G. Souther 04/11/2025 VHCP Co-Investment Holdings II, LLC s/ Sherman G. Souther 04/11/2025 VHCP Management II, LLC /s/ Sherman G. Souther 04/11/2025 Venrock Healthcare Capital Partners III, L.P. /s/ Sherman G. Souther 04/11/2025 VHCP Co-Investment Holdings III, LLC /s/ Sherman G. Souther 04/11/2025 Venrock Healthcare Capital Partners EG, L.P. /s/ Sherman G. Souther 04/11/2025 VHCP Management III, LLC /s/ Sherman G. Souther 04/11/2025 VHCP Management EG, LLC /s/ Sherman G. Souther 04/11/2025 Nimish Shah /s/ Sherman G. Souther 04/11/2025 Bong Y Koh /s/ Sherman G. Souther 04/11/2025