Fairmount Funds Management LLC 4
4 · Cogent Biosciences, Inc. · Filed Mar 31, 2026
Research Summary
AI-generated summary of this filing
Cogent (COGT) Director Fairmount Funds Sells 7M Shares
What Happened
Fairmount Funds Management LLC (reported as director-affiliated) converted 28,000 shares of Series A Convertible Preferred Stock into 7,000,000 shares of Cogent Biosciences (COGT) common stock and immediately sold those 7,000,000 shares in an open-market transaction at $34.66 per share for total proceeds of $242,620,000. The conversion was for no cash consideration and occurred on March 31, 2026.
Key Details
- Transaction date: March 31, 2026.
- Conversion: 28,000 shares of Series A Convertible Preferred → 7,000,000 common shares (conversion per Certificate of Designations; footnote states 1 preferred = 250 common). No cash was paid for the conversion.
- Sale: 7,000,000 common shares sold at $34.66 each; total proceeds $242,620,000.
- Additional derivative line in the filing shows the 28,000 preferred as a disposed derivative (reflecting the conversion).
- Shares owned after the transaction: not specified in the provided excerpt of the Form 4.
- Filing/co-filer notes: Form 4 was filed jointly with Fairmount Healthcare Fund II GP LLC. Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC say they have voting and investment power over securities held by Fairmount Healthcare Fund II LP and disclaim beneficial ownership except to the extent of pecuniary interest. The filer may be treated as a director by deputization because Peter Harwin (a managing member) serves on Cogent’s board.
Context
This was a conversion of preferred stock into common stock followed by an immediate open-market sale (a monetization of the converted shares). This is institutional/ fund-level activity rather than an individual executive buying or selling for personal reasons. Conversions and subsequent sales like this are typically liquidity events for the holder; they do not by themselves indicate insider sentiment about the company’s fundamentals.
Insider Transaction Report
- Conversion
Common Stock
[F1][F2]2026-03-31+7,000,000→ 12,503,418 total(indirect: Fairmount Healthcare Fund II LP) - Sale
Common Stock
[F2]2026-03-31$34.66/sh−7,000,000$242,620,000→ 5,503,418 total(indirect: Fairmount Healthcare Fund II LP) - Conversion
Series A Convertible Preferred Stock
[F1][F2]2026-03-31−28,000→ 39,414 total(indirect: Fairmount Healthcare Fund II LP)→ Common Stock (7,000,000 underlying)
Footnotes (2)
- [F1]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. On March 31, 2026, the Reporting Persons converted 28,000 shares of Series A Convertible Preferred Stock into 7,000,000 shares of Common Stock for no cash consideration, in accordance with the Certificate of Designations for the Series A Convertible Preferred Stock.
- [F2]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.