Keith Meister - Apr 17, 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
Apr 17, 2023
Transactions value $
$7,817,818
Form type
4
Date filed
4/19/2023, 05:30 PM
Previous filing
Apr 4, 2023
Next filing
May 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WGS Class A Common Stock Award $7.82M +22.3M +22.84% $0.35 120M Apr 17, 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 April 17, 2023, investment funds advised by Corvex Management LP (the "Corvex Funds") completed a second closing of a registered direct offering with GeneDx Holdings Corp (the "Issuer") at a price of $0.35.
F2 109,148,140 shares of 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.
F3 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.
F4 For the purposes of this filing, each of Mr. Meister and Corvex disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister or Corvex 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.