Filing Details

SCHEDULE 13G Amendment No.3 23ANDME HOLDING CO CLASS A COMMON STOCK Cusip #90138Q108 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #90138Q108 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 24,461,265 Item 6: 0 Item 7: 24,461,265 Item 8: 0 Item 9: 24,461,265 Item 11: 11.583% Item 12: HC Cusip #90138Q108 Item 1: Reporting Person - Abigail P. Johnson Item 2: (a) [ ] (b) [ ] Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 24,461,265 Item 8: 0 Item 9: 24,461,265 Item 11: 11.583% Item 12: IN 24,457,278 of the shares of Class A Common Stock of 23ANDME HOLDING CO reported as being beneficially owned by the reporting persons at February 28, 2022, are included in this Schedule 13G because the Reporting persons are deemed to beneficially own such shares as a result of the direct ownership of 24,457,278 shares of Class B Common Stock of 23ANDME HOLDING CO by investment companies advised by Fidelity Management & Research Company LLC, Fidelity Institutional Asset Management Trust Company, and Fidelity Management Trust Company, indirect wholly-owned subsidiaries of FMR LLC as of such date, which shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1. Such shares of Class B Common Stock represent 7.794% of the outstanding Class B Common Stock. Assuming the conversion of all outstanding shares of Class B Common Stock into Class A Common Stock, the 24,461,265 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 4.660% of the outstanding Class A Common Stock. Item 1(a). Name of Issuer: 23ANDME HOLDING CO Item 1(b). Address of Issuer's Principal Executive Offices: 223 NORTH MATHILDA AVENUE SUNNYVALE, CA 94086 USA Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 245 Summer Street, Boston, Massachusetts 02210 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: CLASS A COMMON STOCK Item 2(e). CUSIP Number: 90138Q108 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A). Item 4. Ownership (a) Amount Beneficially Owned: 24,461,265 (b) Percent of Class: 11.583% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 24,461,265 (iv) shared power to dispose or to direct the disposition of: 0 24,457,278 of the shares of Class A Common Stock of 23ANDME HOLDING CO reported as being beneficially owned by the reporting persons at February 28, 2022, are included in this Schedule 13G because the Reporting persons are deemed to beneficially own such shares as a result of the direct ownership of 24,457,278 shares of Class B Common Stock of 23ANDME HOLDING CO by investment companies advised by Fidelity Management & Research Company LLC, Fidelity Institutional Asset Management Trust Company, and Fidelity Management Trust Company, indirect wholly-owned subsidiaries of FMR LLC as of such date, which shares of Class B Common Stock are convertible into shares of Class A Common Stock at the election of the holder at an exchange rate of 1:1. Such shares of Class B Common Stock represent 7.794% of the outstanding Class B Common Stock. Assuming the conversion of all outstanding shares of Class B Common Stock into Class A Common Stock, the 24,461,265 shares of Class A Common Stock reported as being beneficially owned by the reporting persons in this Schedule 13G would represent 4.660% of the outstanding Class A Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS A COMMON STOCK of 23ANDME HOLDING CO. The interest of Fidelity Contrafund, in the CLASS A COMMON STOCK of 23ANDME HOLDING CO, amounted to 11,320,291 shares or 5.360% of the total outstanding CLASS A COMMON STOCK at February 28, 2022. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing orinfluencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 9, 2022 Date /s/ Kevin M. Meagher Signature Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 28, 2018, by and on behalf of FMR LLC and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on October 9, 2018, accession number: 0000315066-18-002414. Exhibit A Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. Entity ITEM 3 Classification Fidelity Institutional Asset Management Trust Company BK Fidelity Management & Research Company LLC * IA Fidelity Management Trust Company BK * Entity beneficially owns 5% or greater of the outstanding shares of the security class being reported on this Schedule 13G. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the "FMR Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on March 9, 2022, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the CLASS A COMMON STOCK of 23ANDME HOLDING CO at February 28, 2022. FMR LLC By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 28, 2018, by and on behalf of FMR LLC and its direct and indirect subsidiaries* Abigail P. Johnson By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 30, 2018, by and on behalf of Abigail P. Johnson* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on October 9, 2018, accession number: 0000315066-18-002414.