Eli Casdin - May 2, 2023 Form 4 Insider Report for GeneDx Holdings Corp. (WGS)

Role
Director
Signature
/s/ Eli Casdin
Stock symbol
WGS
Transactions as of
May 2, 2023
Transactions value $
$0
Form type
4
Date filed
5/4/2023, 04:04 PM
Previous filing
Mar 22, 2023
Next filing
May 19, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction WGS Class A Common Stock Options Exercise $0 +45.5K +354.11% $0.00 58.3K May 2, 2023 Direct
holding WGS Class A Common Stock 87.9M May 2, 2023 By Casdin Partners Master Fund, LP F1
holding WGS Class A Common Stock 14.3M May 2, 2023 By Casdin Partners FO1-MSV, LP F2
holding WGS Class A Common Stock 11M May 2, 2023 By CMLS Holdings LLC F3

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 Options Exercise $0 -45.5K -100% $0.00 0 May 2, 2023 Class A Common Stock 45.5K Direct F4, F5

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.
F4 Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.
F5 The underlying shares shall vest on the earlier of the (a) date of the 2023 annual meeting of the Issuer's stockholders, and (b) first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer on the applicable vesting date.

Remarks:

For avoidance of doubt, all numbers above are presented before giving effect to the 33:1 reverse stock split the Issuer's stockholders approved on April 14, 2023, which was previously disclosed in the Current Reports on Form 8-K filed by the Issuer on April 17, 2023 and April 28, 2023, and which shall become effective on May 4, 2023.