Major Shareholding Notification • Aug 24, 2024
Major Shareholding Notification
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Under the Securities Exchange Act of 1934 (Amendment No. 6*)
(Name of Issuer)
Class A Common Stock, par value \$0.0001 per share
(Title of Class of Securities)
81663L200
(CUSIP Number)
Steven D. Rubin Executive Vice President - Administration OPKO Health, Inc. 4400 Biscayne Boulevard Miami, Florida 33137 Telephone: (305) 575-4100
(Name, address and telephone number of person authorized to receive notices and communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| NAME OF REPORTING PERSONS | ||||||
|---|---|---|---|---|---|---|
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☒ | ||||||
| CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||
| 7 | SOLE VOTING POWER | |||||
| 2,502,146 Shares SHARED VOTING POWER |
||||||
| - | ||||||
| SOLE DISPOSITIVE POWER | ||||||
| WITH | 2,502,146 | |||||
| 10 | SHARED DISPOSITIVE POWER | |||||
| - | ||||||
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||
| 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ |
||||||
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||
| TYPE OF REPORTING PERSON | ||||||
| (a) ☐ OO Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 9.29%(1) |
OPKO Health, Inc. (b) ☐ SEC USE ONLY SOURCE OF FUNDS 8 9 2,502,146 |
(1) Based on 26,935,897 shares of GeneDx Common Stock of the Issuer outstanding on July 22, 2024, as set forth in the Issuer's Form 10-Q filed with the SEC on July 30, 2024.
This Amendment No. 6 (the "Amendment") to Schedule 13D is being filed with the Securities and Exchange Commission (the "SEC") on behalf of OPKO Health, Inc., a Delaware corporation ("OPKO") and relates to the Class A common stock, par value \$0.0001 per share ("GeneDx Common Stock"), of GeneDx Holdings Corp., a Delaware corporation ("GeneDx" or the "Issuer") and amends and supplements the initial statement on Schedule 13D filed by OPKO with the SEC on May 9, 2022, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 3, 2023, as amended by Amendment No. 2 filed with the SEC on April 20, 2023, as amended by Amendment No. 3 filed with the SEC on July 5, 2024, as amended by Amendment No. 4 filed with the SEC on July 26, 2024, as amended by Amendment No. 5 filed with the SEC on August 12, 2024 (the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 6 shall have the same meanings ascribed to them in the Schedule 13D.
In a series of transactions between August 13, 2024 and August 23, 2024, OPKO sold a total of 309,637 shares of GeneDx Common Stock on the open market at prices ranging from \$33.00 to \$35.9175 per share for an aggregate sale price of approximately \$10,632,473.
(a) The Company's beneficial ownership of GeneDx Common Stock is as set forth in the table below:
| Number of Outstanding Shares | Percentage of Outstanding Common |
|||
|---|---|---|---|---|
| Name and Title of Beneficial Owner | Beneficially Owned | Shares (1) | ||
| OPKO Health, Inc. | 2,502,146 | 9.29% |
(1) Based on 26,935,897 shares of GeneDx Common Stock of the Issuer outstanding on July 22, 2024, as set forth in the Issuer's Form 10-Q filed with the SEC on July 30, 2024.
(c) In the last 60 days prior to the filing of this Amendment No. 6, OPKO sold a total of 1,056,457 shares of GeneDx Common Stock on the open market at prices ranging from \$26.4607 to \$35.9175 per share for an aggregate sale price of approximately \$34,703,115. Sales of GeneDx Common Stock prior to August 13, 2024 were previously reported in Amendment No. 4 and Amendment No. 5. The following table sets forth the information with regard to GeneDx Common Stock sold by OPKO on the open market in the last 60 days.
| Shares | ||||||
|---|---|---|---|---|---|---|
| Date | of | Weighted Price | ||||
| Common | Aggregate Purchase Price |
Per | ||||
| Stock | Share | |||||
| 7/1/24 | 50,000 | \$ | 1,331,669 | \$ | 26.6340 | |
| 7/2/24 | 25,000 | \$ | 728,095 | \$ | 29.1238 | |
| 7/3/24 | 14,082 | \$ | 397,491 | \$ | 28.2269 | |
| 7/5/24 | 36,118 | \$ | 1,020,015 | \$ | 28.2412 | |
| 7/17/24 | 25,000 | \$ | 823,187 | \$ | 32.9275 | |
| 7/19/24 | 25,000 | \$ | 807,250 | \$ | 32.29 | |
| 7/22/24 | 50,000 | \$ | 1,630,422 | \$ | 32.6088 | |
| 7/23/24 | 75,000 | \$ | 2,509,248 | \$ | 33.4566 | |
| 7/24/24 | 75,000 | \$ | 2,529,102 | \$ | 33.7214 | |
| 7/26/24 | 60,000 | \$ | 2,031,255 | \$ | 33.8543 |
(b) Items 7-10, inclusive, set forth on the cover page to this Amendment are hereby incorporated by reference in this Item 5.
| 7/29/24 | 50,000 | \$ 1,692,890 |
\$ 33.8578 |
|---|---|---|---|
| 7/31/24 | 88,839 | \$ 2,976,350 |
\$ 33.5027 |
| 8/6/24 | 12,994 | \$ 381,427 |
\$ 29.3541 |
| 8/8/24 | 100,000 | \$ 3.182.380 |
\$ 31.8238 |
| 8/12/24 | 59,787 | \$ 2,029,811 |
\$ 33.9507 |
| 8/13/24 | 24,987 | \$ 868,502 |
\$ 34.7582 |
| 8/15/24 | 39,824 | \$ 1,317,506 |
\$ 33.0832 |
| 8/16/24 | 50,000 | \$ 1,714,851 |
\$ 34.2970 |
| 8/19/24 | 50,000 | \$ 1,724,519 |
\$ 34.4904 |
| 8/21/24 | 94,826 | \$ 3,270,681 |
\$ 34.4914 |
| 8/22/24 | 25,000 | \$ 851,946 |
\$ 34.0779 |
| 8/23/24 | 25,000 | \$ 884,466 |
\$ 35.3786 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
OPKO Health, Inc.
Dated: August 23, 2024 By: /s/ Steven D. Rubin Name: Steven D. Rubin Title: Executive Vice President - Administration
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