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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
CAIN CHRISTOPHER W.
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/07/2022
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
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
Stock Option (Right to Buy) $4.59 06/07/2022 A 30,700 (1) 06/07/2032 Common Stock 30,700 $0.00 30,700 D
Explanation of Responses:
1. This annual stock option award was made on the date of the 2022 Annual Meeting of Stockholders pursuant to the company's Non-Employee Director Compensation Program and shall vest in full upon the earlier of the first anniversary of the date of grant or the date of the 2023 Annual Meeting of Stockholders.
Remarks:
Exhibit 24 - Power of Attorney Under the Reporting Person's arrangement with Fairmount Funds Management LLC (the "Adviser"), the Reporting Person holds the option for one or more investment vehicles managed by the Adviser (each, a "Fairmount Fund"). The Reporting Person is obligated to turn over to the Adviser any net cash or stock received from the option for the benefit of such Fairmount Fund. The Reporting Person therefore disclaims beneficial ownership of the option and underlying common stock.
/s/ Evan D. Kearns, Attorney-in-Fact 06/09/2022
** 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
         For Obtaining EDGAR Access Codes and Executing Forms 3, 4 and 5

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

      (1)   execute for and on behalf of the undersigned all forms necessary to
            revive or obtain new EDGAR Access Codes for the undersigned,
            including without limitation, PMAC, CCC and passwords necessary to
            enable the undersigned to make filings in the United States
            Securities and Exchange Commission's EDGAR system;

      (2)   execute for and on behalf of the undersigned Forms 3, 4 and 5 in
            accordance with Section 16(a) of the Securities Exchange Act of
            1934 and the rules thereunder, and any other forms or reports the
            undersigned may be required to file, in connection with the
            undersigned's ownership, acquisition, or disposition of securities
            of Cogent Biosciences, Inc., a Delaware corporation;

      (3)   do and perform any and all acts for and on behalf of the
            undersigned which may be necessary or desirable to complete the
            execution of any such Form 3, 4 and 5, or other form or report,
            complete and execute any amendment or amendments thereto, and the
            timely filing of such form with the United States Securities and
            Exchange Commission and any other 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-fact may approve in
            his/her discretion.

      The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her 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 acknowledges that the foregoing attorneys- in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect until the
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 Cogent
Biosciences, Inc., unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 14th day of February, 2022.

/s/ Chris Cain
-------------------------------
Chris Cain