Fairmount Funds Amends Cogent Biosciences Stake
Ticker: COGT · Form: SC 13D/A · Filed: Mar 27, 2024 · CIK: 1622229
| Field | Detail |
|---|---|
| Company | Cogent Biosciences, INC. (COGT) |
| Form Type | SC 13D/A |
| Filed Date | Mar 27, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: sec-filing, schedule-13d, ownership-change
Related Tickers: COG
TL;DR
Fairmount Funds updated their Cogent Biosciences filing - watch for changes.
AI Summary
Fairmount Funds Management LLC, through its group members Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC, has amended its Schedule 13D filing regarding Cogent Biosciences, Inc. as of March 27, 2024. The filing indicates a change in the beneficial ownership of Cogent Biosciences' common stock, though specific new ownership percentages or dollar amounts are not detailed in this excerpt.
Why It Matters
This amendment signals a potential shift in major shareholder activity or strategy for Cogent Biosciences, which could influence stock price and future corporate actions.
Risk Assessment
Risk Level: medium — Amendments to 13D filings often precede significant corporate events or changes in investor sentiment, warranting close monitoring.
Key Players & Entities
- Fairmount Funds Management LLC (company) — Filer of the Schedule 13D amendment
- Fairmount Healthcare Fund GP LLC (company) — Group member of the filer
- Fairmount Healthcare Fund II GP LLC (company) — Group member of the filer
- Cogent Biosciences, Inc. (company) — Subject company of the filing
- Erin O’Connor (person) — Mentioned in relation to Fairmount Funds Management
FAQ
What specific changes in beneficial ownership are detailed in this amendment?
This excerpt does not provide specific details on the exact changes in beneficial ownership, only that the filing is an amendment (Amendment No. 4) as of March 27, 2024.
What is the CUSIP number for Cogent Biosciences, Inc. common stock?
The CUSIP number for Cogent Biosciences, Inc. common stock is 19240Q201.
When was Cogent Biosciences, Inc. formerly known as Unum Therapeutics Inc.?
Cogent Biosciences, Inc. was formerly known as Unum Therapeutics Inc. after a name change on April 2, 2018, and prior to that, it was also known as Unum Therapeutics, Inc. after a name change on October 14, 2014.
What is the business address of Cogent Biosciences, Inc.?
The business address for Cogent Biosciences, Inc. is 275 Wyman Street, 3rd Floor, Waltham, MA 02451.
Who is filing this Schedule 13D/A amendment?
This Schedule 13D/A amendment is being filed by Fairmount Funds Management LLC, along with its group members Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC.
Filing Stats: 1,702 words · 7 min read · ~6 pages · Grade level 12.2 · Accepted 2024-03-27 16:37:27
Key Financial Figures
- $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securiti
Filing Documents
- d489269dsc13da.htm (SC 13D/A) — 70KB
- 0001193125-24-078864.txt ( ) — 72KB
of the Statement is hereby amended and supplemented as follows
Item 3 of the Statement is hereby amended and supplemented as follows: In aggregate, the Reporting Persons have voting and dispositive power over 23,079,141 shares of Common Stock, which is comprised of (a) 4,725,641 shares of Common Stock, (b) 16,853,500 shares of Common Stock issuable upon conversion of 67,414 shares of Series A Preferred Stock and (c) 1,500,000 shares of Common Stock issuable upon conversion of 1,500 shares of Series B Preferred Stock. The conversion of the Series A Preferred Stock and Series B Preferred Stock is subject to a beneficial ownership limitation of 9.9% of the outstanding Common Stock. On March 25, 2024, in connection with the closing of the Exchange (as described in the Companys Current Report on Form 8-K filed on March 22, 2024), the Reporting Persons provided notice to the Company of their intent to reduce their beneficial ownership limitation from 19.99% and 19.9% for the Series A Preferred Stock and Series B Preferred Stock, respectively, to 9.9%, effective immediately. The number of shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock owned by the Reporting Persons has not changed since Amendment No. 3 to the Statement, filed on February 16, 2024. Item5. Interest in Securities of the Company
is hereby amended and supplemented as follows
Item 5 is hereby amended and supplemented as follows: (a) and (b) See Items 7-11 of the cover pages above and Item 2. (c) The following table lists the Reporting Persons transactions in securities of the Company that were effected during the sixty day period prior to the filing of this Amendment No. 4: Transaction Purchaser Date Share Amount Price Per Share Purchase Fund II 2/16/2024 1,166,666 shares of Common Stock $ 7.50 Purchase Fund II 2/16/2024 1,500 shares of Series B Preferred Stock $ 7,500.00 (d) Not applicable. (e) Not applicable. Item7. Material to be Filed as Exhibits Exhibit No. Description 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons with the SEC on July 10, 2020, File No. 005-90431).
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement March 27, 2024. FAIRMOUNT FUNDS MANAGEMENT LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND GP LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member FAIRMOUNT HEALTHCARE FUND II GP LLC By: /s/ Peter Harwin /s/ Tomas Kiselak Peter Harwin Tomas Kiselak Managing Member Managing Member