Statement of Changes in Beneficial Ownership (4)
May 04 2023 - 4:11PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Meister Keith A. |
2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp.
[
WGS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CORVEX MANAGEMENT LP, 667 MADISON AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2023 |
(Street)
NEW YORK, NY 10065 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/2/2023 | | M | | 45454 | A | $0.00 | 45454 | D | |
Class A Common Stock | | | | | | | | 120141890 | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Restricted Stock Unit | (3) | 5/2/2023 | | M | | | 45454 | (4) | (4) | Class A Common Stock | 45454 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | 109,148,140 shares of Class A Common Stock of the Issuer are held for the accounts of the Corvex Funds for which Corvex Management LP ("Corvex") acts as investment adviser. The general partner of Corvex is controlled by Mr. Meister. |
(2) | CMLS Holdings LLC ("CMLS Holdings") is the record holder of 10,993,750 shares of the Class A Common Stock reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held by CMLS Holdings Stock reported herein. Corvex is not an investment adviser to CMLS Holdings. |
(3) | Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration. |
(4) | The underlying shares shall vest on the earlier of the (a) date of the 2023 annual meeting of the Issuer's stockholders, and (b) first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer on the applicable vesting date. |
Remarks: For avoidance of doubt, all numbers above are presented before giving effect to the 33:1 reverse stock split the Issuer's stockholders approved on April 14, 2023, which was previously disclosed in the Current Reports on Form 8-K filed by the Issuer on April 17, 2023 and April 28, 2023, and which shall become effective on May 4, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Meister Keith A. C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK, NY 10065 | X | X |
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Signatures
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/s/ Eunkyung Lee, Attorney-in-Fact | | 5/4/2023 |
**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 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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