GeneDx Holdings Corp. — Director's Dealing 2023

Apr 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GeneDx Holdings Corp. (WGS)
CIK: 0001818331
Period of Report: 2023-04-01

Reporting Person: Saad Kareem (Chief Transformation Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Class A Common Stock	M	9005	—	Acquired	187435	Direct
2023-04-03	Class A Common Stock	S	2776	$0.3391	Disposed	184659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Unit	$	M	9005	Disposed		Class A Common Stock (9005)	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.

F2: The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

F3: The price reported in Column 4 is a weighted average price. These shares were sold as part of a block trade for multiple transactions at prices ranging from $0.3266 to $0.36, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F4: 6.25% vest in quarterly installments over the 4-year period on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date