Fairmount Funds Management LLC's Form 4 filing
Cogent Biosciences, Inc. (COGT) · filed Mar 31, 2026
- Accession no.
- 0001104659-26-038057
- Filed
- Mar 31, 2026
- Trade date
- Mar 31, 2026
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $242.6M. It was filed on the trade date.
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 |
|---|---|
| Fairmount Funds Management LLCCIK 0001802528 | 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 |
|---|---|---|---|---|---|---|---|---|
| Mar 31, 2026 | Common Stock | CConversionAcquired | +7,000,000 | –F1 | – | 12,503,418 | Indirect | |
| Mar 31, 2026 | Common Stock | SSaleDisposed | −7,000,000 | $34.66 | −$242,620,000 | 5,503,418 | 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 |
|---|---|---|---|---|---|---|---|---|
| Mar 31, 2026 | Common Stock | CConversionDisposed | −7,000,000 | $0.00 | $0 | 39,414 | 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
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. On March 31, 2026, the Reporting Persons converted 28,000 shares of Series A Convertible Preferred Stock into 7,000,000 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series A Convertible Preferred Stock.
Referenced by the price of 1 transaction in Table I.
Remarks
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.