Eli Casdin - Jun 20, 2024 Form 4 Insider Report for GeneDx Holdings Corp. (WGS)

Role: Director, 10%+ Owner
Signature: /s/ Devin Schaffer, Attorney-in-Fact
Stock symbol: WGS
Transactions as of: Jun 20, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/24/2024, 07:04 PM
Previous filing: Feb 22, 2024
Next filing: Jun 27, 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	+5.83K	+330.2%	$0.00	7.59K	Jun 20, 2024	Direct	F1
holding	WGS	Class A Common Stock						333K	Jun 20, 2024	See CMLS Holdings LLC	F2
holding	WGS	Class A Common Stock						433K	Jun 20, 2024	See Casdin Partners F01-MSV, LP	F3
holding	WGS	Class A Common Stock						3.09M	Jun 20, 2024	See Casdin Partners Master Fund, LP	F4

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	-5.83K	-100%	$0.00^*	0	Jun 20, 2024	Class A Common Stock	5.83K		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 333,144 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.
F3	The 432,902 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.
F4	The 3,093,509 shares of Class A Common Stock reported in the table above are owned directly by Casdin Partners Master Fund, L.P. (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.
F5	The RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.