SEC Form 4 · accession 0000899243-18-009264
Cogent Biosciences, Inc. · COGT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Atlas Venture Associates IX, LLC
10% Owner
Atlas Venture Associates IX, L.P.
10% Owner
Atlas Venture Fund IX, L.P.
10% Owner
Period of report
Apr 3, 2018
Accepted (ET)
Apr 3, 2018 · 5:11 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 StockF1,F2 | Apr 3, 2018 | C | 3,184,446 | — | A | 3,184,446 | D | |
| Common StockF1,F2 | Apr 3, 2018 | C | 83,037 | — | A | 3,267,483 | D | |
| Common StockF2 | Apr 3, 2018 | P | 94,052 | $12.00 | A | 3,361,535 | 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 StockF2,F1 | — | Apr 3, 2018 | C | 3,184,446 | D | — | — | Common Stock | 3,184,446 | 0 | D |
| Series B Preferred StockF2,F1 | — | Apr 3, 2018 | C | 83,037 | D | — | — | Common Stock | 83,037 | 0 | D |
Explanation of responses
- 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. Each of AVA IX LP and AVA IX LLC disclaim Section 16 beneficial ownership of the securities held by Atlas Venture Fund IX, except to the extent of its pecuniary interest therein, if any.