Sec Form 13D Filing - Fairmount Funds Management LLC filing for COGENT BIOSCIENCES INC (COGT) - 2024-03-27

 NAME OF REPORTING PERSON

 Fairmount Funds Management LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☒  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 AF

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 9,986,556⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 9,986,556⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 9,986,556⁽¹⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.90%⁽²⁾

 TYPE OF REPORTING PERSON

 IA

The securities include (a) 4,725,641 shares of common stock, $0.001 par value (“Common Stock”), and (b) 5,260,915 shares of Common Stock issuable upon conversion of approximately 21,044 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), held directly by Fund II (as defined below) in excess of the beneficial ownership limitation of 9.9%.

Based on 95,613,396 shares of Common Stock outstanding as of March 25, 2024.

 NAME OF REPORTING PERSON

 Fairmount Healthcare Fund GP LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☒  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 AF

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 3,265,351⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 3,265,351⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 3,265,351⁽¹⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 3.31%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

The securities include (a) 286,851 shares of Common Stock, and (b) 2,978,500 shares of Common Stock issuable upon conversion of 11,914 shares of Series A Preferred Stock, the conversion of which is subject to a beneficial ownership limitation of 9.9% of the outstanding Common Stock.

Based on 95,613,396 shares of Common Stock outstanding as of March 25, 2024.

 NAME OF REPORTING PERSON

 Fairmount Healthcare Fund II GP LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☒  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS

 AF

 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 10,018,075⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 10,018,075⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 10,018,075⁽¹⁾

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.90%⁽²⁾

 TYPE OF REPORTING PERSON

 OO

The securities include (a) 4,438,790 shares of Common Stock and (b) 5,579,285 shares of Common Stock issuable upon conversion of 22,317 shares of Series A Preferred Stock. The securities exclude shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock held directly by Fund II in excess of the beneficial ownership limitation of 9.9%.

Based on 95,613,396 shares of Common Stock outstanding as of March 25, 2024.

Security and Issuer

Identity and Background

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”).

The principal business address of the Reporting Persons is 200 Barr Harbor Drive, Suite 400, West Conshohocken, PA 19428.

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.

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.

Fairmount Funds Management, Fairmount GP, and Fairmount GP II are each a Delaware limited liability company.

Source and Amount of Funds or Other Consideration

Interest in Securities of the Company

Share Amount

Purchase

Purchase

Material to be Filed as Exhibits

Description