CUSIP No. 19240Q201
Item 1. |
Security and Issuer |
This Amendment No. 3 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission on
July 6, 2020, Amendment No. 1 filed on June 21, 2022 and Amendment No. 2 filed on June 13, 2023 (as amended, the Statement or the Schedule 13D) by the Reporting Persons with respect to
the Common Stock of Cogent Biosciences, Inc. (the Company). Unless otherwise defined herein, capitalized terms used in this Amendment No. 3 shall have the meanings ascribed to them in the Statement. Unless amended or
supplemented below, the information in the Statement remains unchanged. The address of the principal executive offices of the Company is 275 Wyman Street, 3rd Floor, Waltham, MA 02451.
Item 2. |
Identity and Background |
(a) |
This Schedule 13D is being filed jointly by (1) Fairmount Funds Management LLC, a Delaware limited
liability company and Securities and Exchange Commission (SEC) registered investment adviser under the Investment Advisers Act of 1940 (Fairmount Funds Management); (2) Fairmount Healthcare Fund GP LLC, a
Delaware limited liability company (Fairmount GP); and (3) Fairmount Healthcare Fund II GP LLC, a Delaware limited liability company (Fairmount GP II) (Fairmount Funds Management, Fairmount GP, and
Fairmount GP II, collectively, the Reporting Persons). |
(b) |
The principal business address of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken,
PA 19428. |
(c) |
The principal business of Fairmount Funds Management is to provide discretionary investment management services
to qualified investors through its private pooled investment vehicles, Fairmount Healthcare Fund LP and Fairmount Healthcare Fund II LP (Fund II, and collectively, the Clients). Fairmount GP serves as the
general partner to Fairmount Healthcare Fund LP. Fairmount GP II serves as the general partner to Fairmount Healthcare Fund II LP. Fairmount Funds Management has voting and dispositive power over the Common Stock held by the Clients, which is deemed
shared with Fairmount GP, and Fairmount GP II. The Clients do not have the right to acquire voting or dispositive power over the Common Stock within sixty days. |
(d)-(e) |
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect at such laws. |
(f) |
Fairmount Funds Management, Fairmount GP, and Fairmount GP II are each a Delaware limited liability company.
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Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 of the Statement is hereby amended and supplemented as follows:
In aggregate, the Reporting Persons have voting and dispositive power over 23,079,141 shares of Common Stock, which is comprised of (a) 4,725,641 shares of
Common Stock, (b) 16,853,500 shares of Common Stock issuable upon conversion of 67,414 shares of Series A Preferred Stock and (c) 1,500,000 shares of Common Stock issuable upon conversion of 1,500 shares of Series B Preferred Stock. The
conversion of the Series A Preferred Stock and Series B Preferred Stock is subject to a beneficial ownership limitation of 19.99% and 19.9% of the outstanding Common Stock respectively.
On February 16, 2024, the Reporting Persons purchased a total of 1,166,666 shares of Common Stock and 1,500 shares of Series B Preferred Stock from the
Company for an aggregate of $19,999,995.00 in a private placement transaction (the Private Placement). The shares were purchased with working capital. Fairmount Funds Management, Fairmount GP and Fairmount GP II do not own any shares of
Common Stock, Series A Preferred Stock or Series B Preferred Stock directly but are deemed to beneficially own the shares Common Stock, Series A Preferred Stock and Series B Preferred Stock held by the Clients. Fairmount Funds Management, Fairmount
GP and Fairmount GP II disclaim beneficial ownership of such shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock except to the extent of their pecuniary interest therein.