Fletcher Aaron G.L.'s Form 4 filing
Cognition Therapeutics Inc (CGTX) · filed Oct 15, 2021
- Accession no.
- 0001104659-21-126905
- Filed
- Oct 15, 2021, 9:51 PM ET
- Trade date
- Oct 13, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 18 non-derivative transactions and 14 derivative transactions. Open-market purchases total $2.28M. Open-market sales total $1.08K. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Fletcher Aaron G.L.CIK 0001789490 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 13, 2021 | Common Stock | CConversionAcquired | +1,424,014 | –F1 | – | 1,424,014 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +418,926 | –F1 | – | 418,926 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +245,029 | –F1 | – | 245,029 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +78,298 | –F2 | – | 78,298 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +255,765 | –F2 | – | 255,765 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +34,238 | –F2 | – | 34,238 | Indirect | |
| Oct 13, 2021 | Common Stock | PPurchaseAcquired | +23,341 | $12.00 | +$280,092 | 57,579 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +351,844 | –F2 | – | 351,844 | Indirect | |
| Oct 13, 2021 | Common Stock | XIn-the-money exerciseAcquired | +33,495 | $0.032 | +$1,071.84 | 385,339 | Indirect | |
| Oct 13, 2021 | Common Stock | SSaleDisposed | −90.28 | $12.00 | −$1,083.36 | 385,248 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +41,620 | –F2 | – | 41,620 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +24,263 | –F3,F5 | – | 65,883 | Indirect | |
| Oct 13, 2021 | Common Stock | PPurchaseAcquired | +22,129 | $12.00 | +$265,548 | 88,012 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +596,899 | –F2 | – | 596,899 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +158,476 | –F5 | – | 755,375 | Indirect | |
| Oct 13, 2021 | Common Stock | PPurchaseAcquired | +144,530 | $12.00 | +$1,734,360 | 899,905 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +34,472 | –F2 | – | 34,472 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +25,593 | –F5 | – | 60,065 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Oct 13, 2021 | Common Stock | CConversionDisposed | −1,424,014 | $0.00 | $0 | 0 | Direct | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −418,926 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −245,029 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −78,298 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −255,765 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −351,844 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −34,238 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −41,620 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −596,899 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −34,472 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Common Stock | XIn-the-money exerciseDisposed | −33,495 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Simple Agreement for Future Equity | CConversionDisposed | −24,263 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Simple Agreement for Future Equity | CConversionDisposed | −158,476 | $0.00 | $0 | 0 | Indirect | |
| Oct 13, 2021 | Simple Agreement for Future Equity | CConversionDisposed | −25,593 | $0.00 | $0 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The Series B Convertible Preferred Stock converted into Cognition Therapeutics, Inc. ("CGTX") common stock upon the closing of the issuer's initial public offering ("IPO"), as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
Referenced by the price of 3 transactions in Table I.
- F2
The Series B-1 Convertible Preferred Stock converted into CGTX common stock upon the closing of the issuer's IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
Referenced by the price of 7 transactions in Table I.
- F3
On October 13, 2021, the reporting person exercised a warrant to purchase 33,495 shares of CGTX common stock for $0.032 per share. The reporting person paid the exercise price on a cashless basis, resulting in CGTX's withholding of 90.28 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 33,404 shares. The issuer paid cash to the reporting person in lieu of any fractional share amounts.
Referenced by the price of 1 transaction in Table I.
- F5
The Simple Agreement for Future Equity converted into CGTX common stock upon the closing of the issuer's IPO at 80% of the per share offering price of the IPO, as adjusted for a 1-for-3.2345 reverse stock split, and had no expiration.
Referenced by the price of 3 transactions in Table I.