SEC Form 4 · accession 0001209191-18-022971

Cogent Biosciences, Inc. · COGT

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

Reporting owner

Liam Ratcliffe

Director

Period of report

Apr 3, 2018

Accepted (ET)

Apr 3, 2018 · 4:30 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,F3	Apr 3, 2018	C	622,772	—	A	622,772	I	See Footnote
Common Stock^F1,F4,F5	Apr 3, 2018	C	622,773	—	A	622,773	I	See Footnote
Common Stock^F2,F3	Apr 3, 2018	P	275,000	$12.00	A	897,772	I	See Footnote
Common Stock^F4,F5	Apr 3, 2018	P	275,000	$12.00	A	897,773	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F1,F2,F3	—	Apr 3, 2018	C	977,835	D	—	—	Common Stock	622,772	0	I
Series B Preferred Stock^F1,F4,F5	—	Apr 3, 2018	C	977,836	D	—	—	Common Stock	622,773	0	I

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 have no expiration date.
F2The shares are held directly by New Leaf Biopharma Opportunities I, L.P. ("Biopharma I"). New Leaf BPO Associates I, L.P. ("NLBA I") is the sole general partner of Biopharma I. New Leaf Venture Management III, L.L.C. ("NLV Management III") is the sole general partner of NLBA I. New Leaf Venture Partners, L.L.C. ("NLVP") is the investment adviser of Biopharma I. Each of NLBA I and NLV Management III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA I or NLV Management III are beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Each of the Reporting Person, Ronald M. Hunt and Vijay K. Lathi (each a "Member" and collectively, the "Members") is a member of NLV Management III and may be deemed to have shared voting and dispositive power of these securities. Continued in Footnote 3
F3Continued from Footnote 2: Each of the Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 of any other purpose, except to the extent of their respective pecuniary interests therein.
F4The shares are held directly by New Leaf Ventures III, L.P. ("NLV III").New Leaf Venture Associates III, L.P. ("NLV Associates III") is the sole general partner of NLV III. NLV Management III is the sole general partner of NLV Associates III. NLVP is the investment adviser of NLV III.Each of NLV Associates and NLV Management III disclaim beneficial ownership of these securities and this report shall not be deemed an admission that NLBA I or NLV Management III are beneficial owners of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. Each of the Members may be deemed to have shared voting and dispositive power of these securities. Continued in Footnote 5
F5Continued from Footnote 4: Each of the Members disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 of any other purpose, except to the extent of their respective pecuniary interests therein.