Keith A. Meister - 02 May 2023 Form 4 Insider Report for GeneDx Holdings Corp. (WGS)

Role
Director, 10%+ Owner
Signature
/s/ Eunkyung Lee, Attorney-in-Fact
Issuer symbol
WGS
Transactions as of
02 May 2023
Transactions value $
$0
Form type
4
Filing time
04 May 2023, 16:09:49
Previous filing
19 Apr 2023
Next filing
15 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WGS Class A Common Stock Options Exercise $0 +45.5K $0.00 45.5K 02 May 2023 Direct
holding WGS Class A Common Stock 120M 02 May 2023 See footnotes F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WGS Restricted Stock Unit Options Exercise $0 -45.5K -100% $0.00* 0 02 May 2023 Class A Common Stock 45.5K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.