Fletcher Aaron G.L. Form 4 COGNITION THERAPEUTICS / Aaron G.L. Fletcher ownership change

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

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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^*

Fletcher Aaron G.L.

(Last) (First) (Middle)

1751 RIVER RUN

SUITE 400

(Street)

FT WORTH TX 76107

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)(1)	$1.75	01/31/2022		J(1)			1,145(1)	(2)	02/23/2031	Common Stock	1,145(1)(2)	$0	2,719	D
Stock Option (right to buy)(1)	$1.75	01/31/2022		J(1)		1,145(1)		(2)	02/23/2031	Common Stock	1,145(1)(2)	$0	1,145	I	By BP Directors, LP(1)(3)(4)(5)

1. Name and Address of Reporting Person^*

Fletcher Aaron G.L.

(Last) (First) (Middle)

1751 RIVER RUN

SUITE 400

(Street)

FT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bios Equity Partners, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cavu Management, LP

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Capital Management, LP

(Last) (First) (Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cavu Advisors, LLC

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BIOS Advisors GP, LLC

(Last) (First) (Middle)

1751 RIVER RUN

SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kreis Leslie W.

(Last) (First) (Middle)

1751 RIVER RUN, SUITE 400

(Street)

FORT WORTH TX 76107

(City) (State) (Zip)

Explanation of Responses:

1. Consists of options to purchase 1,145 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. These options were granted to Dr. Fletcher on February 23, 2021, together with options to purchase 2,719 additional Shares (3,864 Shares in total).

2. These options vests in four (4) equal annual installments beginning on February 1, 2022. These options were granted on February 23, 2021.

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 (covering 1,145 Shares) 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. This Form 4 is being filed to report such relationship.

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.

	/s/ Aaron Glenn Louis Fletcher	01/31/2022
	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	01/31/2022
	Cavu Management, LP, By: Cavu Advisors, LLC, its general partner, By: /s/ Leslie W. Kreis, Jr, Manager	01/31/2022
	Bios Capital Management, LP, By: Bios Advisors GP, LLC, its general partner, By: /s/ Aaron Glenn Louis Fletcher, Manager	01/31/2022
	Bios Advisors GP, LLC, By: /s/ Aaron Glenn Louis Fletcher, Manager	01/31/2022
	Cavu Advisors, LLC, By: /s/ Leslie W. Kreis, Jr, Manager	01/31/2022
	/s/ Leslie W. Kreis	01/31/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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