Home/Filings/4/0001104659-22-119339

4//SEC Filing

BIOS Fund III QP, LP 4

Accession 0001104659-22-119339

CIK 0001455365other

View on SEC.gov Company Profile

Filed

Nov 15, 7:00 PM ET

Accepted

Nov 16, 6:59 AM ET

Size

31.7 KB

Accession

0001104659-22-119339

Insider Transaction Report

Form 4

Period: 2022-11-15

COGNITION THERAPEUTICS INCCGTX

Kreis Leslie W.

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)

Holdings

Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Common Stock
(indirect: By: Bios Fund II, LP)
78,298

Cavu Advisors, LLC

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)

Holdings

Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

BIOS Equity Partners III, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)

Holdings

Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

Cavu Management, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)

Holdings

Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

BIOS Memory SPV II, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)

Holdings

Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

BIOS Fund II NT, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)

Holdings

Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Common Stock
(indirect: By: Bios Fund I, LP)
418,926

BIOS Fund III, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)

Holdings

Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

BIOS Fund III QP, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)

Holdings

Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248

BIOS Fund III NT, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-15$1.20/sh+184,270$221,124→ 316,038 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+1,141,030$1,369,236→ 1,955,677 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-15$1.20/sh+174,700$209,640→ 299,608 total(indirect: Bios Fund III, LP)

Holdings

Common Stock
(indirect: By: Bios Fund I, LP)
418,926
Common Stock
(indirect: By: Bios Fund I QP, LP)
245,029
Common Stock
(indirect: By: Bios Fund II, LP)
78,298
Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
Common Stock
(indirect: By: Bios Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Memory SPV II, LP)
385,248
Common Stock
(indirect: By: Bios Fund II NT, LP)
34,238

Footnotes (4)

[F1]Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, L.P. ("Bios Fund I"), Bios Fund I QP, L.P. ("Bios Fund I QP") and Bios Memory SPV I, L.P. ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, L.P. ("Bios Fund II"), Bios Fund II QP, L.P. ("Bios Fund II QP"), Bios Fund II NT, L.P. ("Bios Fund II NT") and Bios Memory SPV II, L.P. ("Bios Memory II"). Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT").
[F2]Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III. Bios Advisors GP, LLC ("Bios Advisors") is the general partner of Bios Management. Cavu Advisors LLC ("Cavu Advisors") is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Aaron G.L. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Leslie W. Kreis, Jr.
[F3]Mr. Kries, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory SPV I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kries, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities.
[F4]For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Documents

1 file

4
tm2230532-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

COGNITION THERAPEUTICS INC

CIK 0001455365

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001791916

Filing Metadata

Form type: 4
Filed: Nov 15, 7:00 PM ET
Accepted: Nov 16, 6:59 AM ET
Size: 31.7 KB

View on SEC.gov