Sec Form 4/A Filing - Meister Keith A. @ GeneDx Holdings Corp. - 2023-11-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Meister Keith A.
2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP, 667 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2023
(Street)
NEW YORK, NY10065
4. If Amendment, Date Original Filed (MM/DD/YY)
11/17/2023
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 2,806,925 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meister Keith A.
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
NEW YORK, NY10065
X X
Corvex Management LP
667 MADISON AVENUE
NEW YORK, NY10065
X
Signatures
/s/ Keith A. Meister 10/06/2025
Signature of Reporting Person Date
/s/ Keith A. Meister, Managing Partner of Corvex Management LP 10/06/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Investment funds advised by Corvex Management LP are the holders of 2,473,781 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") of GeneDx Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex Management LP.
( 2 )CMLS Holdings LLC ("CMLS Holdings") is the holder of 333,144 shares of the Class A Common Stock reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held by CMLS Holdings.
( 3 )For the purposes of this filing, Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

Remarks:
The Form 4 filed on November 17, 2023 is being amended hereby to correct the number of shares of the Issuer's Class A Common Stock reported in Column 5 of Table I and the related footnotes 1 and 2, which numbers were misstated in the original report due to administrative error. As of the Date of Earliest Transaction set forth in box 3 above, and after giving effect to the transaction reported on that date, the investment funds advised by Corvex Management LP were the holders of 2,473,781 shares of Class A Common Stock and CMLS Holdings was the holder of 333,144 shares (aggregating to 2,806,925 shares indirectly beneficially owned by Mr. Meister). Any subsequent Forms 4 filed by the Reporting Persons through the date of this amendment should be read to incorporate this correction in the context of any transactions reported therein. Additionally, for the avoidance of doubt, all numbers presented above give effect to the Issuer's 1-for-33 reverse stock split that occurred effective May 4, 2023.

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 4(b)(v).
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