Eric Schadt - Dec 9, 2021 Form 4 Insider Report for Sema4 Holdings Corp. (WGSWW)

Role: Chief Executive Officer, Director
Signature: /s/ Daniel Clark Attorney-in-Fact
Stock symbol: WGSWW
Transactions as of: Dec 9, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/13/2021, 06:07 PM
Previous filing: Dec 3, 2021
Next filing: Jan 27, 2022

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	Restricted Stock Unit	Award	$0	+224K		$0.00	224K	Dec 9, 2021	Class A Common Stock	224K		Direct	F1, F2, F3
transaction	WGSWW	Restricted Stock Unit	Award	$0	+35K		$0.00	35K	Dec 9, 2021	Class A Common Stock	35K		Direct	F1, F2, F4
transaction	WGSWW	Restricted Stock Unit	Award	$0	+197K		$0.00	197K	Dec 9, 2021	Class A Common Stock	197K		Direct	F1, F2, F3
transaction	WGSWW	Restricted Stock Unit	Award	$0	+83.7K		$0.00	83.7K	Dec 9, 2021	Class A Common Stock	83.7K		Direct	F1, F2, F5
transaction	WGSWW	Restricted Stock Unit	Award	$0	+201K		$0.00	201K	Dec 9, 2021	Class A Common Stock	201K		Direct	F1, F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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, granted pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 9, 2021 (as amended, the "Merger Agreement"), by and among CM Life Sciences, Inc., S-IV Sub, Inc. and Mount Sinai Genomics, Inc. d/b/a Sema4. In addition, in the event that any similar RSUs are forfeited (for example, as a result of the recipient no longer being an employee of the Issuer), the Merger Agreement provides for the shares underlying such forfeited RSUs to become available for issuance to other RSU recipients. Therefore, each RSU also represents to right to receive additional shares of the Issuer's Class A Common Stock from this "forfeiture pool". The number of shares of the Issuer's Class A Common Stock that may be issued to the Reporting Person pursuant to the "forfeiture pool" is not determinable at this time.
F2	[cont'd from footnote 1] Any shares of the Issuer's Class A Common Stock ultimately issued to the Reporting Person in respect of each RSU will be reported in a subsequent filing.
F3	The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date.
F4	The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 12,254 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 4 vesting periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.
F5	The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 54,532 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 5 semi-annual periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.
F6	The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 100,737 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 8 quarterly periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.