Home/Filings/4/0001104659-22-122622

4//SEC Filing

BIOS Fund III QP, LP 4

Accession 0001104659-22-122622

CIK 0001455365other

View on SEC.gov Company Profile

Filed

Nov 28, 7:00 PM ET

Accepted

Nov 29, 7:00 AM ET

Size

32.4 KB

Accession

0001104659-22-122622

Insider Transaction Report

Form 4

Period: 2022-11-28

COGNITION THERAPEUTICS INCCGTX

Kreis Leslie W.

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)

Holdings

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 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 II, LP)
385,248

Cavu Advisors, LLC

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)

Holdings

Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
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 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 Fund III, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)

Holdings

Common Stock
(indirect: By Bios Fund I, LP)
418,926
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 Memory SPV II, LP)
385,248
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

BIOS Fund II NT, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)

Holdings

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 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 Fund II QP, LP)
255,765
Common Stock
(indirect: By Bios Fund II NT, LP)
34,238

BIOS Fund III QP, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)

Holdings

Common Stock
(indirect: By Bios Memory SPV I, LP)
1,424,014
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 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 Memory SPV II, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)

Holdings

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

Cavu Management, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)

Holdings

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

BIOS Fund III NT, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 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, LP)
418,926
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

BIOS Equity Partners III, LP

Director10% Owner

Transactions

Purchase
Common Stock
2022-11-28$2.65/sh+12,220$32,379→ 2,021,906 total(indirect: By Bios Fund III QP, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,973$5,228→ 326,733 total(indirect: By Bios Fund III NT, LP)
Purchase
Common Stock
2022-11-28$2.65/sh+1,871$4,958→ 309,748 total(indirect: By Bios Fund III, LP)

Holdings

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

Footnotes (5)

[F1]Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV I, LP ("Bios Memory I"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP"), Bios Fund II NT, LP ("Bios Fund II NT") and Bios Memory SPV II, LP ("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"). Bios Capital Management, LP ("Bios Management") and Cavu Management, LP ("Cavu Management") are the general partners Bios Equity III.
[F2]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. Kreis, 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. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, 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.
[F5]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.64 to $2.65, inclusive. The reporting persons undertake to provide to Cognition Therapeutics Inc., any security holder of Cognition Therapeutics Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

Documents

1 file

4
tm2231503-1_4seq1.xmlPrimary
OWNERSHIP DOCUMENT

Issuer

COGNITION THERAPEUTICS INC

CIK 0001455365

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001791916

Filing Metadata

Form type: 4
Filed: Nov 28, 7:00 PM ET
Accepted: Nov 29, 7:00 AM ET
Size: 32.4 KB

View on SEC.gov