Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-23-003394
Date:2023-01-31
Issuer: GENEDX HOLDINGS CORP. (WGS)
Original Submission Date:

Reporting Person:

MEISTER KEITH A.
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE NEW YORK, NY 10065

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
CLASS A COMMON STOCK 2023-01-31 A 77,663,376 a $0.35 97,805,266 indirect
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
Footnotes
IDfootnote
f1 on january 31, 2023, investment funds advised by corvex management lp (the "corvex funds"), the general partner of which is controlled by mr. meister, closed a registered direct offering with genedx holdings corp (the "issuer") contemporaneously with the issuer's underwritten offering at a price of $0.35.
f2 investment funds advised by corvex management lp are the record holders of 86,811,516 shares of the class a common stock, par value $0.0001 per share ("class a common stock") reported herein. mr. meister may be deemed to indirectly beneficially own these shares by virtue of mr. meister's control of the general partner of corvex management lp.
f3 cmls holdings llc ("cmls holdings") is the record holder of 10,993,750 shares of the class a common stock, par value $0.0001 per share ("class a common stock") reported herein. mr. meister is one of two members of the board of managers of cmls holdings, and mr. meister shares voting and investment discretion with respect to the securities held of by cmls holdings stock reported herein.
f4 for the purposes of this filing, mr. meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. this filing shall not be deemed an admission that mr. meister is the beneficial owner of any of the reported securities for purposes of section 16 of the securities exchange act of 1934, as amended, or otherwise.
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