SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Fairmount Funds Management LLC (Last) (First) (Middle) 200 BARR HARBOR DRIVE, SUITE 400 (Street) WEST CONSHOHOCKEN PA 19428 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cogent Biosciences, Inc. [ COGT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/28/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/28/2024		J(1)		286,851	D	(1)	0	I	Fairmount Healthcare Fund LP(2)
Common Stock	03/28/2024		J(1)		286,851	A	(1)	4,725,641	I	Fairmount Healthcare Fund II LP(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(4)	03/28/2024		J(1)			11,914	(4)	(4)	Common Stock	2,978,500	$0.00	0	I	Fairmount Healthcare Fund LP(2)
Series A Convertible Preferred Stock	(4)	03/28/2024		J(1)		11,914		(4)	(4)	Common Stock	2,978,500	$0.00	67,414	I	Fairmount Healthcare Fund II LP(3)

Explanation of Responses:

1. On March 28, 2024, in connection with the wind down of Fairmount Healthcare Fund LP ("Fund I"), all shares of Common Stock and Series A Convertible Preferred Stock held by Fund I were transferred to Fairmount Healthcare Fund II LP ("Fund II").

2. Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the securities held by 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.

3. Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by 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.

4. Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 250 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A 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 9.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks:

This Form 4 is filed jointly with Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC. The Reporting Person may be deemed a director by deputization of Issuer by virtue of the fact that Peter Harwin serves on the board of directors of Issuer and is also a Managing Member of Fairmount Funds Management LLC.

	/s/ Tomas Kiselak for Fairmount Funds Management LLC	04/01/2024
	** Signature of Reporting Person	Date
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