Eli Casdin - 18 Jun 2025 Form 4/A - Amendment Insider Report for GeneDx Holdings Corp. (WGS)

Role
Director, 10%+ Owner
Signature
/s/ Eli Casdin, Eli Casdin
Issuer symbol
WGS
Transactions as of
18 Jun 2025
Net transactions value
$0
Form type
4/A - Amendment
Filing time
07 Aug 2025, 19:41:01 UTC
Date Of Original Report
23 Jun 2025
Previous filing
23 Jul 2024
Next filing
24 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Casdin Eli Director, 10%+ Owner 1350 AVENUE OF THE AMERICAS, SUITE 2600, NEW YORK /s/ Eli Casdin, Eli Casdin 07 Aug 2025 0001534264

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WGS Class A Common Stock Options Exercise $0 +12,924 +170% $0.000000 20,518 18 Jun 2025 Direct F1, F2
holding WGS Class A Common Stock 3,507,164 18 Jun 2025 See Casdin Partners Master Fund, LP F3
holding WGS Class A Common Stock 19,247 18 Jun 2025 See Casdin Partners GP, LLC F4
holding WGS Class A Common Stock 333,144 18 Jun 2025 See CMLS Holdings LLC F5

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 Award $0 +3,576 $0.000000 3,576 18 Jun 2025 Class A Common Stock 3,576 Direct F2, F6
transaction WGS Restricted Stock Unit Options Exercise $0 -12,924 -100% $0.000000 0 18 Jun 2025 Class A Common Stock 12,924 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Due to clerical errors in prior filings, (i) the number of Class A Common Shares held directly by Eli Casdin was overstated by 1,376 shares in Form 4 filings filed from March 6th, 2024 through June 5th, 2024; and (ii) the Form 4 filed on August 5, 2024 understated Mr. Casdin's direct Class A Common Share holdings by 4,452 shares, as it did not reflect the correct total of 7,594 shares held directly following the vesting of 5,828 RSUs on June 20, 2024. These discrepancies in Class A Common Shares held by Eli Casdin have been corrected in subsequent filings.
F2 Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.
F3 The securities are owned directly by the Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.
F4 The securities are owned directly by the GP and may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of the GP.
F5 The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes Eli Casdin, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to the common stock held by CMLS Holdings.
F6 The RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

Remarks:

This Form 4 is being amended to include footnote 1. The Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.