Keith Meister - Jan 31, 2023 Form 4 Insider Report for GeneDx Holdings Corp. (WGS)

Role
Director, 10%+ Owner
Signature
/s/ Keith A. Meister
Stock symbol
WGS
Transactions as of
Jan 31, 2023
Transactions value $
$27,182,182
Form type
4
Date filed
2/2/2023, 03:05 PM
Previous filing
Jan 3, 2023
Next filing
Apr 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WGS Class A Common Stock Award $27.2M +77.7M +385.58% $0.35 97.8M Jan 31, 2023 See footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 31, 2023, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, closed a registered direct offering with GeneDx Holdings Corp (the "Issuer") contemporaneously with the Issuer's underwritten offering at a price of $0.35.
F2 Investment funds advised by Corvex Management LP are the record holders of 86,811,516 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex Management LP.
F3 CMLS Holdings LLC ("CMLS Holdings") is the record holder of 10,993,750 shares of the Class A common stock, par value $0.0001 per share ("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 of by CMLS Holdings Stock reported herein.
F4 For the purposes of this filing, Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.