Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

(Name of Issuer)

 

CMLS Holdings LLC

c/o Corvex Management LP

667 Madison Avenue

(212) 474-6745

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

CUSIP No. 81663L101

1		NAME OF REPORTING PERSONS   C-LSH LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										7		SOLE VOTING POWER   0
										8		SHARED VOTING POWER   17,730,419 (1)(2)(3)
										9		SOLE DISPOSITIVE POWER   0
										10		SHARED DISPOSITIVE POWER   17,730,419 (1)(2)(3)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   17,730,419 (1)(2)(3)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.2% (4)
14		TYPE OF REPORTING PERSON*   HC, OO

CUSIP No. 81663L101

1		NAME OF REPORTING PERSONS   M-LSH LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										7		SOLE VOTING POWER   0
										8		SHARED VOTING POWER   17,730,419 (1)(2)(3)
										9		SOLE DISPOSITIVE POWER   0
										10		SHARED DISPOSITIVE POWER   17,730,419 (1)(2)(3)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   17,730,419 (1)(2)(3)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.2% (4)
14		TYPE OF REPORTING PERSON*   HC, OO

CUSIP No. 81663L101

1		NAME OF REPORTING PERSONS   ELI CASDIN
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										7		SOLE VOTING POWER   35,122 (7)
										8		SHARED VOTING POWER   119,882,204 (1)(2)(3)(5)
										9		SOLE DISPOSITIVE POWER   35,122 (7)
										10		SHARED DISPOSITIVE POWER   119,882,204 (1)(2)(3)(5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   119,882,204 (1)(2)(3)(5)(7)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐   119,917,326
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.1% (4)
14		TYPE OF REPORTING PERSON*   HC, IN

CUSIP No. 81663L101

1		NAME OF REPORTING PERSONS   CASDIN PARTNERS GP, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										7		SOLE VOTING POWER   0
										8		SHARED VOTING POWER   102,151,785(5)
										9		SOLE DISPOSITIVE POWER   0
										10		SHARED DISPOSITIVE POWER   102,151,785(5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   102,151,785(5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.0% (4)(5)
14		TYPE OF REPORTING PERSON*   OO

CUSIP No. 81663L101

1		NAME OF REPORTING PERSONS   CASDIN PARTNERS MASTER FUND, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										7		SOLE VOTING POWER   0
										8		SHARED VOTING POWER   87,866,042
										9		SOLE DISPOSITIVE POWER   0
										10		SHARED DISPOSITIVE POWER   87,866,042
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   87,866,042
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐ (3)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   11.2% (4)
14		TYPE OF REPORTING PERSON*   PN

CUSIP No. 81663L101

1		NAME OF REPORTING PERSONS   KEITH A. MEISTER
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH										7		SOLE VOTING POWER   86,811,516 (6)
										8		SHARED VOTING POWER   17,730,419 (1)(2)(3)
										9		SOLE DISPOSITIVE POWER   86,811,516 (6)
										10		SHARED DISPOSITIVE POWER   17,730,419 (1)(2)(3)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   104,541,935 (1)(2)(3)(6)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (4)
14		TYPE OF REPORTING PERSON*   HC, IN

This Amendment No. 4 (the “Amendment”) supplements the information set forth in the Schedule 13D (the “Schedule 13D”) filed with the United States Securities and Exchange Commission (the “SEC”) on August 2, 2021, as amended as of January 19, 2022, May 3, 2022 and December 5, 2022, by CMLS Holdings LLC, Keith Meister, Eli Casdin and the other Reporting Persons named therein, relating to the shares of common stock, par value $0.0001 per share (“Common Stock”), of GeneDx Holdings Corp. (f/k/a Sema4 Holdings Corp.) (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Items 3, 4 and 6 to the Schedule 13D are supplementally amended as follows, and Items 1 and 5 to the Schedule 13D is amended and restated as follows. Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person, except as otherwise provided in Rule 13d-1(k).

Item 1	Security and Issuer. Class A common stock, par value $0.0001 per share (“Common Stock”), of GeneDx Holdings Corp. (the “Issuer”).
	Address of Issuer’s Principal Executive Offices.   33 Ludlow Street North Tower, 8th floor Stamford, CT 06902
Item 2(a)	Name of Person Filing. This statement is filed on behalf of each of the following person (collectively, the “Reporting Persons”): i.      CMLS Holdings LLC (“CMLS Holdings”), the holder of record of the Common Stock (as defined below) reported herein; ii.     C-LSH LLC (“C-LSH”), member of CMLS Holdings; iii.    M-LSH LLC (“M-LSH”), member of CMLS Holdings; iv.    Eli Casdin (“Mr. Casdin”), a member of the Board of Managers of CMLS Holdings and the holder of record of the Common Stock reported        herein; v.    Casdin Capital, LLC;  vi.    Casdin Partners GP, LLC; v.     Casdin Partners Master Fund, L.P.;  viii. Casdin FO1-MSV, LP;  ix.   Keith A. Meister (“Mr. Meister”), member of the Board of Managers of CMLS Holdings and the managing member of M-LSH LLC; and  x.     Corvex Management LP (“Corvex”)   Any disclosures herein with respect to a Reporting Person is made by such Reporting Person.   The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.   The Reporting Persons have entered into a joint filing agreement, filed as Exhibit A to this Schedule 13D, pursuant to which the Reporting Persons agreed to file the Schedule 13D and any amendments thereto in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Item 2(b)	Address of Principal Business Office The address of the principal business office of each of the Reporting Persons other than CMLS Holdings, M-LSH, Mr. Meister and Corvex is c/o Casdin Capital, LLC, 1350 Avenue of the Americas, Suite 2600, New York, NY 10019.   The address of the principal business office of each of CMLS Holdings, M-LSH, Mr. Meister and Corvex is c/o Corvex Management LP, 667 Madison Avenue, New York, NY 10065.
Item 2(c)	The principal occupation of Mr. Casdin is serving as Chief Investment Officer of Casdin Capital, LLC, the principal business of which is serving as investment adviser to its clients.  The principal business of Casdin Partners Master Fund, L.P. and Casdin FO1-MSV, LP is purchasing, holding and selling securities for investment purposes.   The principal occupation of Mr. Meister is serving as Managing Partner of Corvex Management LP, the principal business of which is serving as an investment adviser of private investment funds, whose principal business is investing in securities.

Item 3 Source and Amount of Funds or Other Consideration.

Item 4 is hereby incorporated by reference.

On January 26, 2023, investment funds advised by Corvex Management LP, the general partner of which is controlled by Mr. Meister, agreed to acquire as part of a registered direct offering directly from the issuer 77,663,376 shares of Common Stock (the “Initial Direct Offering Shares”) for an aggregate purchase price of approximately $27,182,181, funded by cash on hand and agreed to acquire an additional 22,336,624 shares of Common Stock (the “Additional Direct Offering Shares” and, together with the Initial Direct Offering Shares, the “Corvex Shares”) after stockholder approval (or waiver of such approval requirement) for an additional aggregate purchase price of approximately $7,817,818.  The Corvex Shares were acquired pursuant to a subscription agreement subject to typical representations and warranties and a six-month lock up, closing contemporaneously with the underwritten offering described below.  The description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is incorporated by reference to Exhibit 1.

On January 31, 2023, Casdin Partners Master Fund, LP acquired 71,428,542 shares of Common Stock (the “Casdin Master Fund Shares”) for approximately $24,999,990, and Casdin Partners FO1-MSV LP acquired 14,285,743 shares of Common Stock (the “Casdin FO1-MSV Shares” and collectively together with the Casdin Master Fund Shares, the “Casdin Shares”) for approximately $5,000,010.  The price included underwriter’s commission, funded by cash on hand as part of an underwritten public offering.

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.