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Filing Details

Accession Number:: 0001213900-23-088336
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-11-17 16:18:18
Reporting Period:: 2023-11-15

Accepted Time:: 2023-11-17 16:18:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1818331	Genedx Holdings Corp.	WGS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1307631	A. Keith Meister	C/O Corvex Management Lp 667 Madison Avenue New York NY 10065		Yes	No	Yes	No
1535472	Corvex Management Lp	667 Madison Avenue New York NY 10065		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2023-11-15	883,742	$1.29	3,011,066	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Total Return Swaps	Disposition	2023-11-15	205,738	$0.00	0	$0.00
Class A Common Stock	Total Return Swaps	Acquisiton	2023-11-15	205,738	$1.29	205,738	$0.00
Class A Common Stock	Total Return Swaps	Acquisiton	2023-11-15	883,742	$1.29	883,742	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	Yes	4	J	Indirect
205,738	Yes	4	J	Indirect
883,742	Yes	4	J	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,377	Direct

Footnotes

Investment funds advised by Corvex Management LP are the record holders of 2,473,781 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") of GeneDx Holdings Corp. (the "Issuer") 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.
CMLS Holdings LLC ("CMLS Holdings") is the record holder of 537,285 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 of record by CMLS Holdings 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 record by CMLS Holdings.
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.
As previously reported, on December 1, 2022, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Initial Total Return Swap") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which included a notional interest in 205,738 shares of Class A Common Stock (as adjusted to reflect the impact of a 1-for-33 reverse stock split of the Issuer's Common Stock that became effective on May 4, 2023, the "Reverse Stock Split") for a reference price of $13.167 per share (as adjusted to reflect the Reverse Stock Split).
On November 15, 2023, contemporaneously with the disposal reported in Table I, the Initial Total Return Swap was terminated and the Corvex Funds entered into new cash-settled swaps with a counterparty under which the Corvex Funds acquired the economic long-side exposure to (i) a notional interest in 205,738 shares of Class A Common Stock (the "Second Total Return Swap") for a reference price of $1.29 per share and (ii) a basket of securities which includes a notional interest in 833,742 shares of Class A Common Stock for a reference price of $1.29 per share (the "Third Total Return Swap").
Under the terms of the Initial Total Return Swap, Second Total Return Swap, and Third Total Return Swap (each, a "Total Return Swap") (i) the counterparty is obligated to pay in cash to the Corvex Funds any positive price performance in the applicable notional securities from the applicable reference price and (ii) the Corvex Funds are obligated to pay in cash to the counterparty any negative price performance in the applicable notional securities from the applicable reference price as of the termination of such Total Return Swap, and, in the case of the Initial Total Return Swap and the Third Total Return Swap, as part of the overall cash payment to be made under such Total Return Swap, taking into account the other securities reflected in the basket. All balances are required to be exclusively cash settled at the termination of each Total Return Swap. Each Total Return Swap has a maximum term of three years.
The Total Return Swaps do not give the Corvex Funds direct or indirect voting, investment, or dispositive control over any securities of the Issuer, do not provide for the Corvex Funds to have any power to acquire any shares of Class A Common Stock from the counterparty, and do not require the counterparty to acquire, hold, vote or dispose of any securities of the Issuer. The Total Return Swaps, but not the applicable notional securities, are owned by the Corvex Funds. Mr. Meister disclaims beneficial ownership of all notional securities underlying the Total Return Swaps reported as indirectly owned except to the extent of his pecuniary interest therein.
Share amounts have been adjusted to reflect the Reverse Stock Split.