Amended Statement of Changes in Beneficial Ownership (4/a)
June 30 2022 - 12:07PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Fletcher
Aaron G.L. |
2. Issuer Name and Ticker or Trading
Symbol COGNITION THERAPEUTICS INC [ CGTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
1751 RIVER RUN, SUITE 400 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/10/2022
|
|
(Street)
FORT WORTH, TX 76107
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
6/13/2022
|
6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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 |
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 |
|
Stock Option (right to buy) (1) |
$1.92 (6) |
6/10/2022 |
|
J (1) |
|
8335 (1) |
|
(2) |
6/10/2023 |
Common Stock |
8335 (1)(2) |
$0 |
11054 |
D |
|
|
Stock Option (right to buy) (1) |
$1.92 (6) |
6/10/2022 |
|
J (1) |
|
|
2469 (1) |
(2) |
6/10/2023 |
Common Stock |
2469 (1)(2) |
$0 |
8585 |
D |
|
|
Stock Option (right to buy) (1) |
$1.92 (6) |
6/10/2022 |
|
J (1) |
|
2469 (1) |
|
(2) |
6/10/2023 |
Common Stock |
2469 (1)(2) |
$0 |
3614 |
I |
By: BP Directors, LP (1)(3)(4)(5) |
| Explanation of
Responses: |
| (1) |
Consists of options to
purchase 8,335 shares of common stock of the Issuer, par value
$0.001 per share ("Shares"), granted in consideration for Dr. Aaron
Fletcher's services as a director of the Issuer. |
| (2) |
These options vest in full
on June 10, 2023. |
| (3) |
Bios Equity Partners, LP
("Bios Equity I") is the general partner of BP Directors, LP ("Bios
Directors"). Cavu Management, LP ("Cavu Management") and Bios
Capital Management, LP ("Bios Management") are the general partners
of Bios Equity I. Cavu Advisors LLC ("Cavu Advisors"), an entity
that is managed and controlled by Mr. Leslie W. Kreis, is the
general partner of Cavu Management. Bios Advisors GP, LLC ("Bios
Advisors"), an entity that is managed and controlled by Dr.
Fletcher, is the general partner of Bios Management. |
| (4) |
Pursuant to a preexisting
agreement, Dr. Fletcher is deemed to hold the reported options for
the benefit of Bios Directors. Bios Directors may be deemed the
direct or indirect beneficial owner of the reported options, and
Bios Equity I, Cavu Management, Bios Management, Cavu Advisors,
Bios Advisors, Mr. Kreis and Dr. Fletcher may each be deemed the
indirect beneficial owner of the reported options through his or
its respective indirect interest in Bios Directors. |
| (5) |
For purposes of Section 16
of the Securities Exchange Act of 1934, as amended, each Reporting
Person disclaims beneficial ownership of any such securities,
except to the extent of its pecuniary interest therein, if any, and
this report shall not be deemed an admission that any Reporting
Person is the beneficial owner of such securities for purposes of
Section 16 or otherwise. |
| (6) |
This amendment is being
filed solely for the purpose of correcting a scrivener's error in
this item. The correct exercise price is "$1.92" as shown herein,
and not "$1.98" as was inadvertently entered in the original
filing. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Fletcher Aaron G.L.
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
Bios Equity Partners, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
Cavu Management, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
BIOS Capital Management, LP
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
BIOS Advisors GP, LLC
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
Cavu Advisors, LLC
1751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
Kreis Leslie W.
751 RIVER RUN
SUITE 400
FORT WORTH, TX 76107 |
X |
X |
|
|
Signatures
|
|
/s/ Aaron G.L. Fletcher |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
|
Bios Equity Partners, LP By: Bios Capital
Management, LP, its general partner By: Bios Advisors GP, LLC, its
general partner By: /s/ Aaron Glenn Louis Fletcher,
Manager |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
|
Cavu Management, LP By: Cavu Advisors, LLC, its
general partner By: /s/ Leslie W. Kreis, Jr,
Manager |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
|
Bios Capital Management, LP By: Bios Advisors GP,
LLC, its general partner By: /s/ Aaron Glenn Louis Fletcher,
Manager |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
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Bios Advisors GP, LLC By: /s/ Aaron Glenn Louis
Fletcher, Manager |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
|
Cavu Advisors, LLC By: /s/ Leslie W. Kreis, Jr,
Manager |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
|
/s/ Leslie W. Kreis |
|
6/30/2022 |
| **Signature
of Reporting Person |
Date |
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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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