SEC Form 4 · accession 0000899243-18-009260

Cogent Biosciences, Inc. · COGT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Apr 3, 2018

Accepted (ET)

Apr 3, 2018 · 5:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001622229

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Apr 3, 2018	C	3,184,446	—	A	3,184,446	I	See Footnote
Common Stock^F1,F2	Apr 3, 2018	C	83,037	—	A	3,267,483	I	See Footnote
Common Stock^F2	Apr 3, 2018	P	94,052	$12.00	A	3,361,535	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred Stock^F2,F1	—	Apr 3, 2018	C	3,184,446	D	—	—	Common Stock	3,184,446	0	I
Series B Preferred Stock^F2,F1	—	Apr 3, 2018	C	83,037	D	—	—	Common Stock	83,037	0	I

F1Each share automatically converted into Common Stock, for no additional consideration, on a 1.5701314513884-for-1 basis at the closing of the Issuer's initial public offering. The shares had no expiration date.
F2The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Dr. Booth is a member of AVA IX LLC and disclaims beneficial ownership of such securities held by Atlas Venture Fund IX, except to the extent of his pecuniary interest therein, if any.