Jason Ryan - Dec 31, 2023 Form 4 Insider Report for GeneDx Holdings Corp. (WGS)

Role: Executive Chairman, Director
Signature: /s/ Devin Schaffer, Attorney-in-Fact
Stock symbol: WGS
Transactions as of: Dec 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/3/2024, 04:23 PM
Previous filing: Nov 20, 2023
Next filing: Jan 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WGS	Class A Common Stock	Options Exercise	$0	+67.8K	+1161.81%	$0.00	73.6K	Dec 31, 2023	Direct	F1
holding	WGS	Class A Common Stock						115K	Dec 31, 2023	By Jason Ryan Trust u/a dtd 11/25/2018

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	-21.8K	-100%	$0.00^*	0	Dec 31, 2023	Class A Common Stock	21.8K		Direct	F1, F2
transaction	WGS	Restricted Stock Unit	Options Exercise	$0	-46K	-100%	$0.00^*	0	Dec 31, 2023	Class A Common Stock	46K		Direct	F1, F2

* 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	100% of the underlying awards shall become vested on the earlier of (A) December 31, 2023, and (B) a change in control of the Issuer, subject to the Reporting Person's continued service to the Issuer on such earlier date, or upon a termination of the Reporting Person's service as Executive Chairman of the Board under certain circumstances.