SEC Form 4 · accession 0000315066-18-001774
Cogent Biosciences, Inc. · COGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 3, 2018 | C | 349,462 | — | A | 349,462 | I | F-Prime Capital Partners Healthcare Fund IV LP |
| Common StockF1 | Apr 3, 2018 | C | 8,601 | — | A | 358,063 | I | F-Prime Capital Partners Healthcare Fund IV LP |
| Common Stock | Apr 3, 2018 | P | 94,052 | $12.00 | A | 452,115 | I | F-Prime Capital Partners Healthcare Fund IV LP |
| Common StockF1 | Apr 3, 2018 | C | 1,890,701 | — | A | 1,890,701 | I | Impresa Fund III Limited Partnership |
| Common StockF1 | Apr 3, 2018 | C | 46,534 | — | A | 1,937,235 | I | Impresa Fund III Limited Partnership |
| Common StockF1 | Apr 3, 2018 | C | 22,682 | — | A | 22,682 | I | F-Prime Capital Partners Healthcare Advisors Fund IV LP |
| Common StockF1 | Apr 3, 2018 | C | 558 | — | A | 23,240 | I | F-Prime Capital Partners Healthcare Advisors Fund IV LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1 | — | Apr 3, 2018 | C | 548,702 | D | — | — | Common Stock | 349,462 | 0 | I |
| Series A Preferred StockF1 | — | Apr 3, 2018 | C | 2,968,650 | D | — | — | Common Stock | 1,890,701 | 0 | I |
| Series A Preferred StockF1 | — | Apr 3, 2018 | C | 35,614 | D | — | — | Common Stock | 22,682 | 0 | I |
| Series B Preferred StockF1 | — | Apr 3, 2018 | C | 13,505 | D | — | — | Common Stock | 8,601 | 0 | I |
| Series B Preferred StockF1 | — | Apr 3, 2018 | C | 73,065 | D | — | — | Common Stock | 46,534 | 0 | I |
| Series B Preferred StockF1 | — | Apr 3, 2018 | C | 877 | D | — | — | Common Stock | 558 | 0 | I |
Explanation of responses
- F1On April 3, 2018, in connection with the completion of the issuer's initial public offering, each 1.5701314513884 shares of Series A and Series B Preferred Stock converted into 1 share of Common Stock.
Remarks
Remark 1: Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned are the beneficial owners of any securities reported herein. Remark 3: The general partner of F-Prime Capital Partners Healthcare Fund IV LP is F-Prime Capital Partners Healthcare Advisors Fund IV LP (FPCPHA). FPCPHA is solely managed by Impresa Management LLC, the general partner of its general partner and its investment manager. Impresa Fund III Limited Partnership is solely managed by Impresa Management LLC, its general partner and investment manager. Impresa Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family.