Fairmount Funds Management LLC 4
Accession 0001104659-26-005924
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 8:09 PM ET
Size
8.0 KB
Accession
0001104659-26-005924
Research Summary
AI-generated summary of this filing
Cogent (COGT) Fairmount Funds Sells 3.5M Shares
What Happened
Fairmount Funds Management LLC (reported as a director-affiliate) sold 3,500,000 shares of Cogent Biosciences (COGT) on January 22, 2026, at $36.40 per share for a total of $127,400,000. The transaction is reported as a sale (S) via open market or private sale and therefore represents a disposal of shares rather than a purchase.
Key Details
- Transaction date: 2026-01-22; Price: $36.40 per share; Proceeds: $127,400,000.
- Transaction type: Sale (open market or private sale), reporting code S.
- Shares owned after transaction: Not specified in the Form 4 filing.
- Timeliness: Reported on the same date (2026-01-22), no late filing indicated.
- Joint filing/relationships: Form 4 is filed jointly with Fairmount Healthcare Fund II GP LLC. The filing notes that Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting and investment power over Fund II holdings but disclaim beneficial ownership except for pecuniary interest (Footnote F1).
- Footnote F2 (conversion note): Separately explains Series A convertible preferred stock converts into common stock at a 1:250 ratio subject to a 9.9% ownership cap; this footnote describes conversion limits and is not a separate reported conversion in this transaction.
Context
This trade was executed by an institutional/affiliate entity (Fairmount), not an individual executive; such sales can reflect portfolio or fund-level decisions rather than CEO/CFO sentiment. The filing discloses governance relationships (including that Peter Harwin serves on Cogent's board and is a managing member of Fairmount Funds Management), but the Form 4 itself records only the sale of shares and provides no explanation for the disposition.
Insider Transaction Report
- Sale
Common Stock
[F1]2026-01-22$36.40/sh−3,500,000$127,400,000→ 5,503,418 total(indirect: Fairmount Healthcare Fund II LP)
- 67,414(indirect: Fairmount Healthcare Fund II LP)
Series A Convertible Preferred Stock
[F2][F1]→ Common Stock (16,853,500 underlying)
Footnotes (2)
- [F1]Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the securities held by Fairmount Healthcare Fund II LP ("Fund II"). They disclaim beneficial ownership of securities held by Fund II for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
- [F2]Each share of Series A Convertible Preferred Stock is convertible into shares of Common Stock at any time at the option of the holder thereof, into 250 shares of Common Stock, subject to certain limitations, including that a holder of Series A Preferred Stock is prohibited from converting shares of Series A Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.9% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.
Signature
Documents
Issuer
Cogent Biosciences, Inc.
CIK 0001622229
Related Parties
1- filerCIK 0001802528
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 8:09 PM ET
- Size
- 8.0 KB