Initial Statement of Beneficial Ownership (3)
10 Febbraio 2023 - 10:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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
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Casdin Capital, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/31/2023
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3. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [WGS]
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(Last)
(First)
(Middle)
1350 AVENUE OF THE AMERICAS, SUITE 2600 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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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 | 87866042 | I | See Footnote (1) |
Class A Common Stock | 14285743 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 |
Explanation of Responses: |
(1) | The 87,866,042 shares of Class A common stock reported in the table above are owned directly by Casdin Partners Master Fund, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners Master Fund, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners Master Fund LP, and (iii) Mr. Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Each of Casdin Capital, LLC, Casdin Partners GP, LLC and Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. |
(2) | The 14,285,743 shares of Class A common stock reported in the table above are owned directly by Casdin Partners FO1-MSV, LP and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to Casdin Partners FO1-MSV, LP, (ii) Casdin Partners GP, LLC, the general partner of Casdin Partners FO1-MSV, LP, and (iii) Mr. Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC. Each of Casdin Capital, LLC, Casdin Partners GP, LLC and Mr. Casdin disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Casdin Capital, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 | X | X |
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Casdin Partners GP, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 | X | X |
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Casdin Partners Master Fund, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 | X | X |
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Casdin Partners FO1-MSV, LP 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY 10019 | X | X |
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Signatures
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CASDIN CAPITAL, LLC, Name: /s/ Eli Casdin, Title: Managing Member | | 2/10/2023 |
**Signature of Reporting Person | Date |
CASDIN PARTNERS GP, LLC, Name: /s/ Eli Casdin, Title: Managing Member | | 2/10/2023 |
**Signature of Reporting Person | Date |
CASDIN PARTNERS MASTER FUND, LP, By: Casdin Partners GP, LLC, Its: General Partner, Name: /s/ Eli Casdin, Title: Managing Member | | 2/10/2023 |
**Signature of Reporting Person | Date |
CASDIN PARTNERS FO1-MSV, LP, By: Casdin Partners GP, LLC, Its: General Partner, Name: /s/ Eli Casdin, Title: Managing Member | | 2/10/2023 |
**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 control number. |
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