Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hsieh Ming
  2. Issuer Name and Ticker or Trading Symbol
Cogent, Inc. [COGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
209 FAIR OAKS AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2005
(Street)

SOUTH PASADENA, CA 91030
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 06/21/2005   M   600,000 A $ 0.3 601,215 (2) I See Footnote (1)
Common Stock 06/21/2005   S   601,215 D $ 25.5 0 I See Footnote (1)
Common Stock 06/21/2005   M   33,750 A $ 0.75 33,750 I See Footnote (1)
Common Stock 06/21/2005   S   33,750 D $ 25.5 0 I See Footnote (1)
Common Stock 06/21/2005   S   5,525,035 D $ 25.5 47,979,930 D  
Common Stock 06/21/2005   S   220,000 D $ 25.5 2,780,000 I See Footnote (3)
Common Stock 06/21/2005   S   220,000 D $ 25.5 2,780,000 I See Footnote (4)
Common Stock 06/23/2005   S   1,650,000 D $ 25.5 46,329,930 D  

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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 Underlying Securities
(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
Employee Stock Option (right to buy) $ 0.3 06/21/2005   M     600,000   (5) 08/18/2010 Common Stock 600,000 $ 0.3 0 I (1) See Footnote
Employee Stock Option (right to buy) $ 0.75 06/21/2005   M     33,750   (5) 01/01/2013 Common Stock 33,750 $ 0.75 26,250 I (1) See Footnote

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hsieh Ming
209 FAIR OAKS AVENUE
SOUTH PASADENA, CA 91030
  X   X   Chief Executive Officer  

Signatures

 Ming Hsieh   06/23/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) By: Fang Liu Hsieh. The reporting person is the spouse of Fang Liu Hsieh. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(2) Includes 1,215 shares acquired under the Cogent, Inc. 2004 Employee Stock Purchase Plan.
(3) By: Ming Hsieh, as TTEE for the Ming Hsieh Annuity Trust No. 1 dated May 11, 2004.
(4) By: Fang Liu Hsieh, as TTEE of the Fang Liu Hsieh Annuity Trust No. 1 dated May 12, 2004.
(5) Options vest over a four year period based upon continued affiliation with Cogent, Inc.

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