Form 4 for WGS GeneDx Holdings Corp.

Accepted 2023-04-19 00:00:00 ET · period of report 2023-04-17 · accession 0000899243-23-011456 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
I	2023-04-19	2023-04-17	WGS	Corvex Management LP	Dir, 10%	A - Grant	$0.35	+22.34M	120.14M	+23%	+$7.82M

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-04-17	A	A	22,336,624	$0.35	120,141,890	I See footnotes	—	—	(F1) On April 17, 2023, investment funds advised by Corvex Management LP (the "Corvex Funds") completed a second closing of a registered direct offering with GeneDx Holdings Corp (the "Issuer") at a price of $0.35. (F4) For the purposes of this filing, each of Mr. Meister and Corvex disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister or Corvex 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. (F3) CMLS Holdings LLC ("CMLS Holdings") is the record holder of 10,993,750 shares of the 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 by CMLS Holdings Stock reported herein. Corvex is not an investment adviser to CMLS Holdings. (F2) 109,148,140 shares of common stock of the Issuer are held for the accounts of the Corvex Funds for which Corvex Management LP ("Corvex") acts as investment adviser. The general partner of Corvex is controlled by Mr. Meister.