0000919574-25-005136.txt : 20250826 0000919574-25-005136.hdr.sgml : 20250826 20250826112712 ACCESSION NUMBER: 0000919574-25-005136 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250826 DATE AS OF CHANGE: 20250826 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GeneDx Holdings Corp. CENTRAL INDEX KEY: 0001818331 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 851966622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91664 FILM NUMBER: 251254339 BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET STREET 2: NORTH TOWER, 6TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 888-729-1206 MAIL ADDRESS: STREET 1: 333 LUDLOW STREET STREET 2: NORTH TOWER, 6TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: Sema4 Holdings Corp. DATE OF NAME CHANGE: 20210721 FORMER COMPANY: FORMER CONFORMED NAME: CM Life Sciences, Inc. DATE OF NAME CHANGE: 20200715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CMLS Holdings LLC CENTRAL INDEX KEY: 0001822257 ORGANIZATION NAME: EIN: 851989037 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212 474 6745 MAIL ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001315863-25-000377 0001822257 XXXXXXXX LIVE 9 Class A common stock, par value $0.0001 per share 08/22/2025 false 0001818331 81663L200 GeneDx Holdings Corp.
333 Ludlow Street North Tower, 8th Floor Stamford CT 06902
Eli Casdin and Keith Meister (212) 474-6700 c/o Corvex Management LP 667 Madison Avenue New York NY 10065 0001822257 N CMLS Holdings LLC OO N DE 0.00 537285.00 0.00 537285.00 537285.00 N 1.9 OO 0001822233 N C-LSH LLC OO N DE 0.00 537285.00 0.00 537285.00 537285.00 N 1.9 HC OO 0001822736 N M-LSH LLC OO N DE 0.00 537285.00 0.00 537285.00 537285.00 N 1.9 HC OO 0001534261 N Casdin Capital, LLC AF N DE 0.00 3007164.00 0.00 3007164.00 3007164.00 N 10.5 IA 0001534265 N Casdin Partners Master Fund, L.P. WC N E9 0.00 3007164.00 0.00 3007164.00 3007164.00 N 10.5 PN 0001534260 N Casdin Partners GP, LLC AF N DE 0.00 3026411.00 0.00 3026411.00 3026411.00 N 10.5 OO 0001534264 N Eli Casdin AF N X1 35975.00 3563696.00 35975.00 3563696.00 3599671.00 N 12.4 IN HC 0001307631 N Keith A. Meister OO N X1 34912.00 3595914.00 34912.00 3595914.00 3630826.00 N 12.5 IN HC 0001535472 N Corvex Management LP AF N DE 0.00 3058629.00 0.00 3058629.00 3058629.00 N 10.6 IN PN Class A common stock, par value $0.0001 per share GeneDx Holdings Corp. 333 Ludlow Street North Tower, 8th Floor Stamford CT 06902 This Amendment No. 9 (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, December 5, 2022, February 1, 2023, April 20, 2023, November 17, 2023, May 31, 2024 and May 7, 2025 by CMLS Holdings LLC, Keith Meister, Eli Casdin and the other Reporting Persons named therein, relating to the shares of Class A common stock, par value $0.0001 per share ("Shares"), of GeneDx Holdings Corp. (formerly known as 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. Item 3 and 5 to the Schedule 13D are supplementally amended 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). The funds for the purchase of the Shares listed in Exhibit B came from the working capital of Casdin Partners Master Fund, L.P, an investment fund advised by Casdin Capital, LLC, of which Mr. Casdin is the managing member. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. The information set forth in the facing pages of this Schedule 13D with respect to the sole and shared beneficial ownership and percentage of beneficial ownership of Shares by the Reporting Persons is hereby incorporated by reference into this Item 5. The information in Item 5(b) below is hereby incorporated by reference into this Item 5(a). References to percentage ownership of Shares in this Statement are based upon the 28,726,248 Shares stated to be outstanding as of July 24, 2025 in the Issuer's Form 10-Q filed with the SEC on July 29, 2025. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those Shares held by any other Reporting Person Eli Casdin has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 35,975 Shares and shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of 3,563,696 Shares. The Shares reflected as beneficially owned by Mr. Casdin include 333,144 Shares and 204,141 Shares issuable upon the exercise of 204,141 private placement warrants of the Issuer. On September 3, 2021, each private placement warrant became exercisable to purchase one Share at a price of $379.50 per share, subject to adjustment, as described in the definitive proxy statement of the Issuer (File No. 001-39482) filed with the SEC on July 2, 2021. CMLS Holdings LLC is the record holder of these Shares and warrants. The Board of Managers of CMLS Holdings LLC is comprised of Mr. Casdin and Mr. Meister who share voting and investment discretion with respect to the Shares held of record by CMLS Holdings LLC. C-LSH LLC and M-LSH LLC are the members of CMLS Holdings LLC, and Mr. Casdin is the managing member of C-LSH LLC. As such, each of the foregoing may be deemed to have or share beneficial ownership of the Shares held directly by CMLS Holdings LLC. Casdin Partners Master Fund, LP is the record holder of 3,007,164 Shares reported herein. Casdin Capital, LLC is the investment adviser to Casdin Partners Master Fund, LP and may be deemed to have or share beneficial ownership of the 3,007,164 Shares held by Casdin Partners Master Fund, LP. Casdin Partners GP, LLC is the general partner of Casdin Partners Master Fund LP and may be deemed to have or share beneficial ownership of the 3,007,164 Shares held by Casdin Partners Master Fund, LP, and Casdin Partners GP, LLC is also the direct beneficial owner of 19,247 Shares. Eli Casdin is the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. As such, each of the foregoing may be deemed to have or share beneficial ownership of the Shares held directly by Casdin Partners Master Fund, LP and Eli Casdin may be deemed the beneficial owner of the 19,247 Shares held by Casdin Partners GP, LLC. The Shares reflected as solely beneficially owned by Mr. Casdin also include 11,882 Shares issuable upon the exercise of fully vested options, 20,518 Shares that were issued upon the vesting of restricted stock units, and 3,576 Shares to be issued upon vesting of restricted stock units, in each case that were granted to Mr. Casdin in connection with his service on the board of directors of the Issuer. Keith Meister has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 34,912 Shares and shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 3,595,914 Shares. The Shares reflected as beneficially owned by Mr. Meister include 333,144 Shares and 204,141 Shares issuable upon the exercise of 204,141 private placement warrants of the Issuer. On September 3, 2021, each private placement warrant became exercisable to purchase one Share at a price of $379.50 per share, subject to adjustment, as described in the definitive proxy statement of the Issuer (File No. 001-39482) filed with the SEC on July 2, 2021. CMLS Holdings LLC is the record holder of these Shares and warrants. The Board of Managers of CMLS Holdings LLC is comprised of Mr. Casdin and Mr. Meister who share voting and investment discretion with respect to the Shares held of record by CMLS Holdings LLC. C-LSH LLC and M-LSH LLC are the members of CMLS Holdings LLC, and Mr. Meister is the managing member of M-LSH LLC. As such, each of the foregoing may be deemed to have or share beneficial ownership of the Shares held directly by CMLS Holdings LLC. The Shares reflected as beneficially owned by Mr. Meister include 3,058,629 Shares owned by investment funds advised by Corvex Management LP, which may be deemed to be indirectly beneficially owned by Keith Meister by virtue of Mr. Meister's control of the general partner of Corvex Management LP. The Shares reflected as beneficially owned by Mr. Meister also include 11,207 Shares issuable upon the exercise of fully vested options, 20,129 Shares that were issued upon the vesting of restricted stock units, and 3,576 Shares to be issued upon vesting of restricted stock units, in each case that were granted to Mr. Meister in connection with his service on the board of directors of the Issuer. The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B. All such transactions were carried out in open market transactions. No person other than the Reporting Persons is 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 Shares beneficially owned by the Reporting Persons. Not applicable. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Shares CMLS Holdings LLC By: /s/ Eli Casdin Eli Casdin, Manager 08/26/2025 C-LSH LLC By: /s/ Eli Casdin Eli Casdin, Managing Member 08/26/2025 M-LSH LLC By: /s/ Keith A. Meister Keith A. Meister, Managing Member 08/26/2025 Casdin Capital, LLC By: /s/ Eli Casdin Eli Casdin, Managing Member 08/26/2025 Casdin Partners Master Fund, L.P. By: /s/ Eli Casdin Eli Casdin, Managing Member of its General Partner 08/26/2025 Casdin Partners GP, LLC By: /s/ Eli Casdin Eli Casdin, Managing Member 08/26/2025 Eli Casdin By: /s/ Eli Casdin Eli Casdin 08/26/2025 Keith A. Meister By: /s/ Keith A. Meister Keith A. Meister 08/26/2025 Corvex Management LP By: /s/ Keith A. Meister Keith Meister, Managing Partner 08/26/2025 * This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). EX-99 2 d11969879_ex99-a.htm

 

 

Exhibit A

 

 

AGREEMENT

 

 

The undersigned agree that this Schedule 13D amendment, dated August 26, 2025, relating to the Class A common stock, par value $0.0001 per share of GeneDx Holdings Corp. shall be filed on behalf of the undersigned.

 

 

 

 

CMLS Holdings LLC

   
  By Eli Casdin
  Eli Casdin, Manager
  August 26, 2025
 

 

C-LSH LLC

   
  By Eli Casdin
  Eli Casdin, Managing Member
  August 26, 2025
 

 

M-LSH LLC 

   
  By Keith A. Meister
  Keith A. Meister, Managing Member
  August 26, 2025
   
  Casdin Capital, LLC 
   
  By Eli Casdin
  Eli Casdin, Managing Member
  August 26, 2025
   

 

  Casdin Partners Master Fund, L.P.
   
  By Eli Casdin
  Eli Casdin, Managing Member of its General Partner
  August 26, 2025
   

 

  Casdin Partners GP, LLC 
   
  By Eli Casdin
  Eli Casdin, Managing Member
  August 26, 2025
   

 

  Eli Casdin
   
  By Eli Casdin
  Eli Casdin
  August 26, 2025
   
  Keith A. Meister 
   
  By Keith A. Meister
  Keith A. Meister
  August 26, 2025
   
  Corvex Management LP 
   
  By Keith Meister
  Keith Meister, Managing Partner
  August 26, 2025
 EX-99 3 d11969879_ex99-b.htm

 

 

 

 

 

Exhibit B

 

 

Schedule of Transactions in Shares

 

 

Date of Transaction

 

Title of Class

 Number of Shares Acquired Number of Shares Disposed

Price Per

Share

 

August 22, 2025 Class A common stock, par value $0.0001 per share   500,000 $120.9039