Shawn Assad - Jul 1, 2022 Form 4 Insider Report for GeneDx Holdings Corp. (WGS)

Role: Former CAO
Signature: /s/ Shawn Assad
Stock symbol: WGS
Transactions as of: Jul 1, 2022
Transactions value $: -$8,844
Form type: 4
Date filed: 5/31/2023, 04:17 PM
Previous filing: May 12, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WGS	Class A Common Stock	Options Exercise		+5.14K	+16.01%		37.2K	Jul 1, 2022	Direct	F1
transaction	WGS	Class A Common Stock	Sale	-$1.97K	-1.5K	-4.02%	$1.32	35.7K	Jul 5, 2022	Direct	F2, F3
transaction	WGS	Class A Common Stock	Options Exercise		+10.5K	+29.25%		46.2K	Aug 10, 2022	Direct	F1
transaction	WGS	Class A Common Stock	Sale	-$6.87K	-3.17K	-6.85%	$2.17	43K	Aug 12, 2022	Direct	F2

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	-5.14K	-6.25%	$0.00	77.1K	Jul 1, 2022	Class A Common Stock	5.14K		Direct	F1, F4
transaction	WGS	Restricted Stock Unit	Options Exercise	$0	-10.5K	-8.33%	$0.00	115K	Aug 10, 2022	Class A Common Stock	10.5K		Direct	F1, F5

* 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.
F2	The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.
F3	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.215 to $1.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4	6.25% of the total shares underlying the restricted stock units vest in quarterly installments beginning on July 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.
F5	1/16th of the total shares vested beginning on October 25, 2021, and thereafter vests as to 1/16th of the total shares underlying the award in quarterly installments until fully vested on May 10, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.