Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-21-069332
Date:2021-12-09
Issuer: SEMA4 HOLDINGS CORP. (SMFR)
Original Submission Date:

Reporting Person:

COFFIN JAMES
C/O SEMA4 HOLDINGS CORP.
333 LUDLOW ST, NORTH TOWER, 8TH FL. STAMFORD, CT 06902

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT 0.0 2021-12-09 deemed execution date A 1,888,888 (a) class a common stock 188,888 $0.00 188,888 direct
RESTRICTED STOCK UNIT 0.0 2021-12-09 deemed execution date A 29,021 (a) class a common stock 29,021 $0.00 29,021 direct
RESTRICTED STOCK UNIT 0.0 2021-12-09 deemed execution date A 41,895 (a) class a common stock 41,895 $0.00 41,895 direct
Footnotes
IDfootnote
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, granted pursuant to the terms of that certain agreement and plan of merger, dated as of february 9, 2021 (as amended, the "merger agreement"), by and among cm life sciences, inc., s-iv sub, inc. and mount sinai genomics, inc. d/b/a sema4. in addition, in the event that any similar rsus are forfeited (for example, as a result of the recipient no longer being an employee of the issuer), the merger agreement provides for the shares underlying such forfeited rsus to become available for issuance to other rsu recipients. therefore, each rsu also represents to right to receive additional shares of the issuer's class a common stock from this "forfeiture pool". the number of shares of the issuer's class a common stock that may be issued to the reporting person pursuant to the "forfeiture pool" is not determinable at this time.
f2 [cont'd from footnote 1] any shares of the issuer's class a common stock ultimately issued to the reporting person in respect of each rsu will be reported in a subsequent filing.
f3 the vesting of the rsus is conditioned on the satisfaction of both a service requirement and a market-based requirement. the service requirement is deemed satisfied as of the grant date.
f4 the vesting of the rsus is conditioned on the satisfaction of both a service requirement and a market-based requirement. the service requirement is deemed satisfied as of the grant date with respect to 6,263 of the rsus, and will be satisfied with respect to the remainder of the rsus over 6 quarterly periods, subject to the reporting person's continued service to the issuer on each service-based vesting date.
f5 the vesting of the rsus is conditioned on the satisfaction of both a service requirement and a market-based requirement. the service requirement is deemed satisfied as of the grant date with respect to 29,196 of the rsus, and will be satisfied with respect to the remainder of the rsus over 4 vesting periods, subject to the reporting person's continued service to the issuer on each service-based vesting date.
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