SEC Form 4 · accession 0000318989-18-000018
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 | 1,110,932 | — | A | 1,110,932 | D | |
| Common StockF1 | Apr 3, 2018 | C | 27,342 | — | A | 1,138,274 | D |
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 | 1,744,310 | D | — | — | Common Stock | 1,110,932 | 0 | D |
| Series B Preferred StockF1 | — | Apr 3, 2018 | C | 42,931 | D | — | — | Common Stock | 27,342 | 0 | D |
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: Pandanus Partners, L.P. ("Pandanus") owns shares of FIL Limited ("FIL") voting stock. While the percentage of total voting power represented by these shares of FIL voting stock may fluctuate as a result of changes in the total number of shares of FIL voting stock outstanding from time to time, it normally represents more than 25% and less than 48.5% of the total votes which may be cast by all holders of FIL voting stock. Pandanus Associates, Inc. ("PAI") acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including FIL's Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on this form. The address of Pandanus is c/o FIL Limited, 42 Crow Lane, Hamilton, Bermuda, HM19. The address of PAI is 11 Keewaydin Drive, Suite 100, Salem, NH, USA, 03079.