0000950170-24-072639.txt : 20240612
0000950170-24-072639.hdr.sgml : 20240612
20240612210159
ACCESSION NUMBER: 0000950170-24-072639
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240610
FILED AS OF DATE: 20240612
DATE AS OF CHANGE: 20240612
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: 241039856
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
2024-06-10
0001622229
Cogent Biosciences, Inc.
COGT
0001802528
Fairmount Funds Management LLC
200 BARR HARBOR DRIVE, SUITE 400
WEST CONSHOHOCKEN
PA
19428
true
false
false
false
false
Common Stock
2024-06-10
4
M
false
1500000
A
6225641
I
Fairmount Healthcare Fund II LP
Series B Convertible Preferred Stock
2024-06-10
4
M
false
1500
0.00
D
Common Stock
1500000
0
I
Fairmount Healthcare Fund II LP
On June 5, 2024, Issuer's stockholders approved an amendment to Issuer's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 300,000,000 (the "Requisite Stockholder Approval"). Accordingly, pursuant to the terms of the Certificate of Designations of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock, 1,500 shares of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), held by Fairmount Healthcare Fund II LP ("Fund II") were converted into 1,500,000 shares of Common Stock, effective at 5:00 pm ET on June 10, 2024.
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.
Following receipt of the Requisite Stockholder Approval, each share of Series B Preferred Stock automatically converted 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 a specified percentage (to be established by the holder between 0% and 19.9%) 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 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
2024-06-12