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* 3M CO (Last) (First) (Middle) 3M CENTER (Street) ST. PAUL MN 55144-1000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2010	3. Issuer Name and Ticker or Trading Symbol Cogent, Inc. [ COGT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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 Stock	64,921,969	I	See Explanation of Responses(1)(2)(3)(4)(5)

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

1. Name and Address of Reporting Person* 3M CO (Last) (First) (Middle) 3M CENTER (Street) ST. PAUL MN 55144-1000 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ventura Acquisition Corp (Last) (First) (Middle) 3M CENTER (Street) ST. PAUL MN 55144-1000 (City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by 3M Company ("3M") and Ventura Acquisition Corporation ("Purchaser" and, together with 3M, the "Reporting Persons"). Purchaser is a wholly-owned subsidiary of 3M.

2. As of October 26, 2010, Purchaser beneficially owned directly, and 3M may be deemed to have beneficially owned indirectly, an aggregate of 64,921,969 shares of common stock, par value $0.001 per share (the "Shares") of Cogent, Inc. (the "Issuer").

3. As disclosed in the Schedule TO filed with the Securities and Exchange Commission by 3M on September 10, 2010, as amended and supplemented, 3M, Purchaser and the Issuer entered into an Agreement and Plan of Merger dated August 29, 2010 (the "Merger Agreement"). Pursuant to the Merger Agreement, 3M and Purchaser commenced a tender offer to purchase all of the outstanding Shares at a purchase price of $10.50 per Share on September 10, 2010 (the "Initial Offering Period"). The Initial Offering Period expired at 12:00 midnight, New York City time, on Thursday, October 7, 2010. (Continued in Footnote 4)

4. On October 8, 2010, 3M and Purchaser commenced a subsequent offering period for all remaining untendered Shares (the "Subsequent Offering Period"). The Subsequent Offering Period was scheduled to expire at 12:00 midnight, New York City time, on Friday, October 22, 2010. On October 25, 2010, 3M and Purchaser extended the Subsequent Offering Period for all remaining untendered Shares. The extended Subsequent Offering Period expired at 5:00 p.m., New York City time, on Tuesday, October 26, 2010.

5. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares in excess of such amounts.

	3M COMPANY by Gregg M. Larson, Deputy General Counsel and Secretary	10/26/2010
	VENTURA ACQUISITION CORPORATION by Michael P. Delkoski, President and Director	10/26/2010
	** 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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