Michael E. McFadden Form 3 Alpha Cognition / Michael E. McFadden ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

McFadden Michael E.

(Last) (First) (Middle)

C/O ALPHA COGNITION INC.

1200 - 750 WEST PENDER STREET

(Street)

VANCOUVER A1 V6C 2T8

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2024

3. Issuer Name and Ticker or Trading Symbol
Alpha Cognition Inc. [ ACOG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	11,534	I	by The Michael and Sherri McFadden Family Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Share Options	01/18/2023(1)	08/03/2031	Common Shares	80,000	5.21(2)	D
Common Share Options	06/08/2023(3)	06/08/2033	Common Shares	240,000	4.12(4)	D
Warrants	01/19/2024	01/19/2027	Common Shares	2,727	7.75	I	by The Michael and Sherri McFadden Family Trust

Explanation of Responses:

1. Options are fully vested.

2. Converted from Canadian exercise price of C$7.00 at C$1.3439=USD$1.00.

3. 12.5% vested on June 8, 2023, and the remaining 87.5% vests in equal monthly installments until January 30, 2026.

4. Converted from Canadian exercise price of C$5.50 at C$1.3358=USD$1.00.

	/s/ McFadden Michael E.	11/12/2024
	** 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 5 (b)(v).
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