SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Green John L.

(Last) (First) (Middle)
C/O COGENT BIOSCIENCES, INC.
200 CAMBRIDGE PARK DRIVE, SUITE 2500

(Street)
CAMBRIDGE MA 02140

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cogent Biosciences, Inc. [ COGT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 12/01/2020 A 1,748 A $0.00 1,748 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects shares of common stock issued to the Reporting Person in accordance with the terms of the Contingent Value Rights distributed to certain stockholders pursuant to the Contingent Value Rights Agreement on July 6, 2020.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Ryan Murr, Attorney-in-Fact 12/07/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY

     Know all by these presents that the undersigned hereby constitutes and
appoints each of Ryan Murr and Robert Phillips, and any of their substitutes,
signing singly, as the undersigned's true and lawful attorney-in-fact to:

1.     prepare, execute in the undersigned's name and on the undersigned's
       behalf, and submit to the U.S. Securities and Exchange Commission (the
       "SEC") a Form ID, including amendments thereto, and any other document
       necessary or appropriate to obtain codes, passwords, and passphrases
       enabling the undersigned to make electronic filings with the SEC of
       reports require by the Securities Exchange Act of 1934 or any rule or
       regulation of the SEC;

2.     execute for and on behalf of the undersigned, in the undersigned's
       capacity as a director and/or officer of Cogent Biosciences Inc. (the
       "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
       Securities Exchange Act of 1934 and the rules thereunder;

3.     do and perform any and all acts for and on behalf of the undersigned
       which may be necessary or desirable to complete and execute any such
       Form 3, 4, or 5, complete and execute any amendment or amendments
       thereto, and timely file such form with the SEC and any securities
       exchange or similar authority; and

4.     take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this
       Power of Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-factmay approve in such attorney-in-fact's
       discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present,with full power of substitution or
revocation, hereby ratifying and confirming all that each such attorney-in-fact,
 or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned also ratifies hereby any action previously
taken by each attorney-in-fact that would have been authorized by this power of
attorney if it has been in effect at the time such action was taken.  The u
ndersigned acknowledges that each attorney-in-fact, in serving in such capacity
at the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

     This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) undersigned is no longer required to file Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or its subsidiaries.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 7th day of December, 2020.



                                                  /s/John L. Green
                                                  ---------------------------
                                                  John L. Green