SEC FORM 3

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^*

Miao Richard

(Last)

(First)

(Middle)

C/O SEMA4 HOLDINGS CORP

333 LUDLOW ST, NORTH TOWER, 8TH FL.

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2022

3. Issuer Name and Ticker or Trading Symbol
Sema4 Holdings Corp. [ SMFR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Class A Common Stock	20,343	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	04/03/2032	Class A Common Stock	142,772	$3.05	D
Employee Stock Option (right to buy)	⁽²⁾	09/30/2031	Class A Common Stock	74,046	$7.62	D
Restricted Stock Unit	⁽³⁾	⁽³⁾	Class A Common Stock	82,236	⁽⁴⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	34,776	⁽⁴⁾	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Class A Common Stock	95,964	⁽⁴⁾	D

Explanation of Responses:

1. 6.25% of the total shares underlying the option vest in quarterly installments beginning on July 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

2. 6.25% of the total shares vested on October 25, 2021, 1/16th of the total shares vest on November 24, 2021, and thereafter vests as to 1/16th of the total shares underlying the award in quarterly installments until fully vested on May 24, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

3. 6.25% of the total shares underlying the restricted stock units ("RSUs") vest in quarterly installments beginning on July 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

4. Each RSU represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

5. 25% of the underlying restricted stock units vests on October 1, 2022, and 6.25% vest in quarterly installments thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

Remarks:

	/s/ Daniel Clark, Attorney-in-Fact	06/23/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.