FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Fairmount Funds Management LLC 2. Issuer Name and Ticker or Trading Symbol Cogent Biosciences, Inc. [ COGT ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Remarks
(Last)          (First)          (Middle)
2001 MARKET STREET, SUITE 2500
3. Date of Earliest Transaction (MM/DD/YYYY)
6/16/2022
(Street)
PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                 286851  I  Fairmount Healthcare Fund LP (1)
Common Stock  6/16/2022    P    1200000  A $8.25  2472124  I  Fairmount Healthcare Fund II LP (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Series A Convertible Preferred Stock   (3)                  (3)  (3) Common Stock  2978500    11914  I  Fairmount Healthcare Fund LP (1)
Series A Convertible Preferred Stock   (3)                  (3)  (3) Common Stock  13875000    55500  I  Fairmount Healthcare Fund II LP (2)

Explanation of Responses:
(1)  Fairmount Funds Management LLC and Fairmount Healthcare Fund GP LLC have voting power and investment power over the shares of Common Stock and Series A Preferred Stock held by Fairmount Healthcare Fund LP ("Fund I"). They disclaim beneficial ownership of securities held by Fund I for purposes of Rule 16a-1(a)(2), except to the extent of their pecuniary interest therein.
(2)  Fairmount Funds Management LLC and Fairmount Healthcare Fund II GP LLC have voting power and investment power over the shares of Common Stock and Series A Preferred Stock 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.
(3)  Each share of Series A 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 19.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.

Remarks:
This Form 4 is filed jointly with Fairmount Healthcare Fund GP LLC and Fairmount Healthcare Fund II GP LLC.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fairmount Funds Management LLC
2001 MARKET STREET, SUITE 2500
PHILADELPHIA, PA 19103

X
See Remarks

Signatures
/s/ Tomas Kiselak for Fairmount Funds Management LLC 6/21/2022
**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 control number.
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