Sec Form 3 Filing - ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI @ Sema4 Holdings Corp. - 2021-07-22

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FORM 3
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
ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI
2. Issuer Name and Ticker or Trading Symbol
Sema4 Holdings Corp. [ SMFR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 GUSTAVE L. LEVY PLACE,
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2021
(Street)
NEW YORK, NY10029
4. If Amendment, Date Original Filed (MM/DD/YY)
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 88,355,473 D ( 1 )
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
Earn-out Shares ( 2 ) $ 0 ( 3 ) ( 4 ) Class A Common Stock 11,597,198 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI
1 GUSTAVE L. LEVY PLACE
NEW YORK, NY10029
X
MOUNT SINAI HEALTH SYSTEM, INC.
150 EAST 42ND STREET
SUITE 2-B.17
NEW YORK, NY10017
X
Signatures
/s/ Stephen Harvey 10/07/2021
Signature of Reporting Person Date
/s/ Stephen Harvey 10/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held directly by the Reporting Person. As its sole member, Mount Sinai Health System, Inc., a NY not-for-profit corporation ("MSHS"), may be deemed to beneficially own securities owned by the Reporting Person; however, MSHS does not have voting or investment power over such securities and disclaims beneficial interest therein except to the extent of its pecuniary interest, if any.
( 2 )Shares of Issuer's Class A common stock that may be issued upon the occurrence of certain triggering events pursuant to the earn-out provisions of that certain Agreement and Plan of Merger, dated February 9, 2021 (the "Merger Agreement"), by and among CM Life Sciences, Inc., S-IV Sub, Inc., and Mount Sinai Genomics, Inc. d/b/a Sema4 (the "Earn Out Shares").
( 3 )See footnote 2.
( 4 )Not applicable.
( 5 )Maximum number of shares of Class A common stock of Issuer that may be issued to Reporting Person pursuant to the Merger Agreement as a result of the occurrence of certain triggering events set forth therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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