Form 4: Fairmount Funds Management LLC Transfers Cogent Biosciences Holdings Between Funds

Fairmount Funds Management LLC reports the transfer of Cogent Biosciences common stock and Series A convertible preferred stock from Fairmount Healthcare Fund LP to Fairmount Healthcare Fund II LP due to the wind down of the former.

Summary

• On March 28, 2024, Fairmount Funds Management LLC transferred shares of Cogent Biosciences common stock and Series A Convertible Preferred Stock from Fairmount Healthcare Fund LP (Fund I) to Fairmount Healthcare Fund II LP (Fund II).
• This transfer was due to the wind down of Fund I.
• Fund I transferred 286,851 shares of Common Stock.
• Fund II acquired 286,851 shares of Common Stock.
• Fund II already held 4,725,641 shares of Common Stock.
• Fund I transferred 11,914 shares of Series A Convertible Preferred Stock, which are convertible into 2,978,500 shares of Common Stock.
• Fund II acquired 11,914 shares of Series A Convertible Preferred Stock.
• Fund II already held 67,414 shares of Series A Convertible Preferred Stock.
• Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting and investment power over Fund I's securities but disclaim beneficial ownership except for their pecuniary interest.
• Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting and investment power over Fund II's securities but disclaim beneficial ownership except for their pecuniary interest.
• Peter Harwin, a Managing Member of Fairmount Funds Management LLC, serves on the board of directors of Cogent Biosciences, potentially making the Reporting Person a director by deputization.

Sentiment

Score: 6

Explanation: The document describes a routine transfer of assets between funds. There is no indication of positive or negative sentiment, but the transfer itself is a neutral event.

Industry Context

This type of transaction, involving the transfer of assets between related funds, is common in the investment management industry as funds mature or strategies evolve. It's important to monitor these transactions to understand the underlying reasons and potential impact on the company's stock.

Comparison to Industry Standards

• Fund restructurings and asset transfers are common in the investment management industry.
• Similar transactions can be seen with firms like BlackRock or Vanguard when consolidating or restructuring their fund offerings.
• The disclosure of beneficial ownership and potential conflicts of interest is standard practice, aligning with regulatory requirements and industry best practices.

Stakeholder Impact

• The transfer of shares between funds is unlikely to have a direct impact on Cogent Biosciences' stakeholders.
• The disclosure ensures transparency for shareholders regarding the ownership structure.

Key Dates