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GeneDx Holdings Corp. — Director's Dealing 2021
Dec 14, 2021
31223_dirs_2021-12-13_1747b34e-3b41-4291-9f9a-1f8c54081d71.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Sema4 Holdings Corp. (SMFR)
CIK: 0001818331
Period of Report: 2021-12-09
Reporting Person: White Karen Ann (Chief People Officer)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-12-09 | Restricted Stock Unit | $ | A | 17964 | Acquired | Class A Common Stock (17964) | Direct |
Footnotes
F1: Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration, granted pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 9, 2021 (as amended, the "Merger Agreement"), by and among CM Life Sciences, Inc., S-IV Sub, Inc. and Mount Sinai Genomics, Inc. d/b/a Sema4. In addition, in the event that any similar RSUs are forfeited (for example, as a result of the recipient no longer being an employee of the Issuer), the Merger Agreement provides for the shares underlying such forfeited RSUs to become available for issuance to other RSU recipients. Therefore, each RSU also represents to right to receive additional shares of the Issuer's Class A Common Stock from this "forfeiture pool". The number of shares of the Issuer's Class A Common Stock that may be issued to the Reporting Person pursuant to the "forfeiture pool" is not determinable at this time.
F2: [cont'd from footnote 1] Any shares of the Issuer's Class A Common Stock ultimately issued to the Reporting Person in respect of each RSU will be reported in a subsequent filing.
F3: The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 4,491 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 12 quarterly periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.