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

Role
Director
Signature
/s/ Eunkyung Lee, Attorney-in-Fact
Stock symbol
WGS
Transactions as of
May 2, 2023
Transactions value $
$0
Form type
4
Date filed
5/4/2023, 04:14 PM
Previous filing
Feb 3, 2023
Next filing
Jul 25, 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 +265.6% $0.00 62.6K May 2, 2023 Direct
holding WGS Class A Common Stock 490K May 2, 2023 By Kariba LLC F1
holding WGS Class A Common Stock 995K May 2, 2023 By RUGU2 LLC F1
holding WGS Class A Common Stock 4.93M May 2, 2023 By VAAL Investment Partners Q9 LP F1

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 F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Ruch is (i) a managing member of the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"), (ii) a managing member of RUGU2 LLC ("RUGU2") and (iii) a managing member of Kariba LLC ("Kariba"). As such, Mr. Ruch exercises voting and investment power with respect to the shares owned by Q9, RUGU2 and Kariba. Mr. Ruch disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
F2 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.
F3 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.