[Form 4] COGNITION THERAPEUTICS INC Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fletcher Aaron G.L. reported acquisition or exercise transactions in this Form 4 filing.
Cognition Therapeutics Inc. director Aaron G.L. Fletcher received an award of 25,000 restricted stock units (RSUs), each representing a contingent right to one share of common stock. The RSUs vest in full on the earlier of June 17, 2027 or the company’s next annual stockholder meeting, subject to his continued board service.
The filing shows 81,229 common shares held directly after the award, and additional indirect holdings through multiple Bios-affiliated investment funds. Under existing agreements, Fletcher holds certain equity awards as a nominee for BP Directors, LP, and various Bios and Cavu entities may be deemed indirect beneficial owners, while all reporting persons disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Fletcher Aaron G.L., BIOS Capital Management, LP, BIOS Advisors GP, LLC, Bios Equity Partners, LP, BIOS Fund I, LP, BIOS Fund II QP, LP, BIOS Memory SPV I, LP, Bios Equity Partners II, LP, BIOS Fund II, LP, BIOS Fund I QP, LP
Role
null | null | null | null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 25,000 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 81,229 shares (Direct, null);
Common Stock — 500,095 shares (Indirect, By Bios Clinical Opportunity Fund, LP)
Footnotes (1)
- Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest in full on the earlier of (i) June 17, 2027 or (ii) on the date of the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continuous service as a director as of the applicable vesting date. Pursuant to an agreement with BP Directors, LP ("Bios Directors"), Dr. Fletcher has agreed that he will hold certain equity-based awards granted to him in connection with his services as a director of the Issuer merely as a nominee for Bios Directors. Bios Directors may be deemed the direct or indirect beneficial owner of the reported securities, and Bios Equity Partners, LP ("Bios Equity I"), Cavu Management, LP ("Cavu Management"), Bios Capital Management, LP ("Bios Management"), Cavu Advisors LLC ("Cavu Advisors"), Bios Advisors GP, LLC ("Bios Advisors"), Leslie W. Kreis, Jr. ("Mr. Kreis") and Dr. Fletcher may each be deemed the indirect beneficial owner of the reported securities through his or its respective indirect interest in Bios Directors. Bios Equity I is the general partner of the following entities: Bios Fund I, LP ("Bios Fund I"), Bios Fund I QP, LP ("Bios Fund I QP") and Bios Memory SPV II, LP ("Bios Memory II"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, LP ("Bios Fund II"), Bios Fund II QP, LP ("Bios Fund II QP") and Bios Fund II NT, LP ("Bios Fund II NT. Bios Equity Partners III, LP ("Bios Equity III") is the general partner of the following entities: Bios Fund III, LP ("Bios Fund III"), Bios Fund III QP, LP ("Bios Fund III QP") and Bios Fund III NT, LP ("Bios Fund III NT"). Bios Management and Cavu Management are the general partners of each of Bios Equity I, Bios Equity II, Bios Equity III and Bios Memory SPV I, LP ("Bios Memory I"). Bios Advisors is the general partner of Bios Management. Cavu Advisors is the general partner of Cavu Management. Bios Management and Bios Advisors are entities managed and controlled by Dr. Fletcher. Cavu Management and Cavu Advisors are entities managed and controlled by Mr. Kreis. Mr. Kreis, Cavu Management, Cavu Advisors, Dr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Memory I, Bios Fund II, Bios Fund II QP, Bios Fund II NT, Bios Memory II, Bios Fund III, Bios Fund III QP and Bios Fund III NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Dr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities. Bios Equity COF, LP ("Bios Equity COF") is the general partner of Bios COF Fund. Bios Management is the general partner of Bios Equity COF. Dr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios COF Fund. Because of the relationship between Dr. Fletcher, Bios Management, Bios Advisors and Bios COF Fund, Dr. Fletcher, Bios Management and Bios Advisors may be deemed to beneficially own the shares held directly by Bios COF Fund. 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 his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Key Figures
RSU grant size: 25,000 RSUs
RSU exercise price: $0.0000 per share
Direct shares after grant: 81,229 shares
+5 more
8 metrics
RSU grant size
25,000 RSUs
Award to director Aaron G.L. Fletcher
RSU exercise price
$0.0000 per share
Price per share for RSU-related common stock
Direct shares after grant
81,229 shares
Common stock held directly following RSU award
Bios Memory SPV I, LP holding
1,424,014 shares
Common stock held indirectly by Bios Memory SPV I, LP
Bios Fund III QP, LP holding
2,021,907 shares
Common stock held indirectly by Bios Fund III QP, LP
Bios Clinical Opportunity Fund holding
500,095 shares
Common stock held indirectly by Bios Clinical Opportunity Fund, LP
Unknown transaction entries
11 entries
Holding lines with unknown transaction code
Vesting date reference
June 17, 2027
Latest possible full vesting date for RSUs
Key Terms
restricted stock unit ("RSU"), contingent right, beneficial ownership, pecuniary interest, +1 more
5 terms
restricted stock unit ("RSU") financial
"Each share is represented by a restricted stock unit ("RSU"). Each RSU represents a contingent right to receive one share..."
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement."
beneficial ownership regulatory
"may be deemed the direct or indirect beneficial owner of the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein"
Section 16 of the Securities Exchange Act of 1934 regulatory
"For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each reporting person disclaims beneficial ownership..."
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
What did Cognition Therapeutics (CGTX) disclose in this Form 4?
Cognition Therapeutics disclosed a grant of 25,000 restricted stock units to director Aaron G.L. Fletcher. Each RSU equals one common share and vests at the earlier of June 17, 2027 or the next annual stockholder meeting, assuming continued board service.
How do the 25,000 RSUs granted by CGTX vest for Aaron Fletcher?
The 25,000 RSUs vest in full on the earlier of June 17, 2027, or Cognition Therapeutics’ next annual meeting of stockholders. Vesting is contingent on Fletcher’s continuous service as a director through the applicable vesting date under the award’s terms.
Are the Cognition Therapeutics RSUs granted to Fletcher held for another entity?
Under an agreement with BP Directors, LP, Aaron Fletcher holds certain director equity awards as a nominee for that entity. BP Directors and several Bios and Cavu-affiliated entities may be deemed indirect beneficial owners of the reported securities through their respective interests described in the footnotes.
What do the Cognition Therapeutics (CGTX) Form 4 footnotes say about beneficial ownership?
The footnotes state that each reporting person may be deemed to beneficially own shares held by various Bios-affiliated entities but disclaims beneficial ownership, except to the extent of any pecuniary interest. The report is not an admission of beneficial ownership for Section 16 or other purposes.