Eric Schadt - 22 Jul 2021 Form 4 Insider Report for Sema4 Holdings Corp. (WGS)

Role
Chief Executive Officer, Director
Signature
/s/ Daniel Clark, Attorney-in-Fact
Issuer symbol
WGS
Transactions as of
22 Jul 2021
Net transactions value
$0
Form type
4
Filing time
26 Jul 2021, 18:50:39 UTC
Next filing
05 Oct 2021
SEC
View on sec.gov

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 WGSWW Employee Stock Option (Right to Buy) Award +2,564,847 2,564,847 22 Jul 2021 Class A Common Stock 2,564,847 $0.1529 Direct F1, F2
transaction WGSWW Employee Stock Option (Right to Buy) Award +2,264,674 2,264,674 22 Jul 2021 Class A Common Stock 2,264,674 $0.1529 Direct F1, F2
transaction WGSWW Employee Stock Option (Right to Buy) Award +401,699 401,699 22 Jul 2021 Class A Common Stock 401,699 $0.7659 Direct F2, F3
transaction WGSWW Employee Stock Option (Right to Buy) Award +960,472 960,472 22 Jul 2021 Class A Common Stock 960,472 $0.7659 Direct F2, F3
transaction WGSWW Employee Stock Option (Right to Buy) Award +2,311,488 2,311,488 22 Jul 2021 Class A Common Stock 2,311,488 $0.7659 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This option is fully vested.
F2 Pursuant to the business combination between the Issuer (which was formerly known as CM Life Sciences, Inc.) and Mount Sinai Genomics, Inc. d/b/a Sema4 ("Sema4"), each share of Sema4 outstanding common stock was automatically converted into the right to shares of the Issuer's Class A Common Stock based on a 1 to 123.8338 exchange ratio ("Exchange Ratio"). In addition, each outstanding Sema4 equity award was automatically converted into a corresponding equity award of the Issuer based on the Exchange Ratio and with the same terms and vesting conditions as the Sema4 equity awards.
F3 6.25% of the total shares underlying the option vest in quarterly installments until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

The merger agreement provides that certain former stockholders and equity award holders of Sema4 will receive additional shares of the Issuer's Class A common stock and awards of restricted stock units upon the achievement of certain vesting conditions.