BIOS Memory SPV I, LP's Form 4 filing
Cognition Therapeutics Inc (CGTX) · filed Oct 15, 2021
- Accession no.
- 0001104659-21-126906
- Filed
- Oct 15, 2021, 9:54 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 |
|---|---|
| BIOS Memory SPV I, LPCIK 0001643749 | 10% Owner |
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 | Direct | |
| 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 | Duplicate filing |
| 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 | Duplicate filing |
| Oct 13, 2021 | Common Stock | SSaleDisposed | −90.28 | $12.00 | −$1,083.36 | 385,248 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +41,620 | –F2 | – | 41,620 | Indirect | |
| Oct 13, 2021 | Common Stock | CConversionAcquired | +24,263 | –F5 | – | 65,883 | Indirect | |
| Oct 13, 2021 | Common Stock | PPurchaseAcquired | +22,129 | $12.00 | +$265,548 | 88,012 | Indirect | Duplicate filing |
| 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 | Duplicate filing |
| 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 | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −245,029 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −78,298 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −255,765 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −351,844 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −34,238 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −41,620 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −596,899 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | CConversionDisposed | −34,472 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Common Stock | XIn-the-money exerciseDisposed | −33,495 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Simple Agreement for Future Equity | CConversionDisposed | −24,263 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Simple Agreement for Future Equity | CConversionDisposed | −158,476 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
| Oct 13, 2021 | Simple Agreement for Future Equity | CConversionDisposed | −25,593 | $0.00 | $0 | 0 | Indirect | Duplicate filing |
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.
- 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.