SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CMLS Holdings II LLC

(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2021
3. Issuer Name and Ticker or Trading Symbol
CM Life Sciences II Inc. [ CMII ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (1) (1) Class A common stock 6,900,000(2) (1) D(3)
1. Name and Address of Reporting Person*
CMLS Holdings II LLC

(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
C-LSH II LLC

(Last) (First) (Middle)
C/O CASDIN CAPITAL, LLC
1350 AVE OF THE AMERICAS, SUITE 2600

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
M-LSH II LLC

(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Eli

(Last) (First) (Middle)
C/O CASDIN CAPITAL, LLC
1350 AVE OF THE AMERICAS, SUITE 2600

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Meister Keith A.

(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252626) (the "Registration Statement"), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
2. The shares of Class B common stock owned by the reporting persons include up to 900,000 shares that are subject to forfeiture in the event the underwriters of the offering do not exercise in full their over-allotment option as described in the Registration Statement.
3. CMLS Holdings II LLC is the record holder of the shares reported herein. The Board of Managers of CMLS Holdings II LLC is comprised of Mr. Casdin and Mr. Meister who share voting and investment discretion with respect to the common stock held of record by CMLS Holdings II LLC. C-LSH II LLC and M-LSH II LLC are the members of CMLS Holdings II LLC, and Mr. Casdin and Mr. Meister are the managing members of C-LSH II LLC and M-LSH II LLC, respectively. Each of C-LSH II LLC, M-LSH II LLC and Messrs. Casdin and Meister disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.
Remarks:
See Exhibits 24.1, 24.2, 24.3, 24.4 and 24.5 - Powers of Attorney
/s/ Brian Emes, as Attorney-in-Fact for CMLS II Holdings LLC 02/22/2021
/s/ Brian Emes, as Attorney-in-Fact for C-LSH II LLC 02/22/2021
/s/ Brian Emes, as Attorney-in-Fact for M-LSH II LLC 02/22/2021
/s/ Brian Emes, as Attorney-in-Fact for Eli Casdin 02/22/2021
/s/ Brian Emes, as Attorney-in-Fact for Keith A. Meister 02/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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