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

Role: Director, 10%+ Owner
Signature: /s/ Eli Casdin
Stock symbol: WGS
Transactions as of: Jan 31, 2023
Transactions value $: $30,000,000
Form type: 4
Date filed: 2/2/2023, 03:05 PM
Previous filing: Jan 4, 2023
Next filing: Mar 22, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	WGS	Class A Common Stock	Purchase	$25M	+71.4M	+434.55%	$0.35	87.9M	Jan 31, 2023	By Casdin Partners Master Fund, LP	F1
transaction	WGS	Class A Common Stock	Purchase	$5M	+14.3M		$0.35	14.3M	Jan 31, 2023	By Casdin Partners FO1-MSV, LP	F2
holding	WGS	Class A Common Stock						11M	Jan 31, 2023	By CMLS Holdings LLC	F3
holding	WGS	Class A Common Stock						12.8K	Jan 31, 2023	Direct

Explanation of Responses:

Id	Content
F1	The 87,866,042 shares of Class A common stock reported in the table above are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (iii) Mr. Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Each of Casdin Capital, LLC, Casdin Partners GP, LLC and Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
F2	The 14,285,743 shares of Class A common stock reported in the table above are owned directly by Casdin Partners FO1-MSV, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners FO1-MSV, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners FO1-MSV, LP, and (iii) Mr. Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Each of Casdin Capital, LLC, Casdin Partners GP, LLC and Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
F3	The 10,993,750 shares of Class A common stock reported in the table above are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings LLC is comprised of Mr. Casdin and Mr. Keith Meister who share voting and investment discretion with respect to the Class A common stock held of record by CMLS Holdings LLC. C-LSH LLC and M-LSH LLC are the members of CMLS Holdings LLC, and Messrs. Casdin and Meister are the managing members of C-LSH LLC and M-LSH LLC, respectively. As such, Mr. Casdin may be deemed to have or share beneficial ownership of the securities held directly by CMLS Holdings LLC. Each of C-LSH LLC and Mr. Casdin disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.