Sec Form 3 Filing - CMLS Holdings II LLC @ CM Life Sciences II Inc. - 2021-02-22

Insider filing report for Changes in Beneficial Ownership
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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
CMLS Holdings II LLC
2. Issuer Name and Ticker or Trading Symbol
CM Life Sciences II Inc. [ CMII]
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)
C/O CORVEX MANAGEMENT LP, 667 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2021
(Street)
NEW YORK, NY10065
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
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
Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 6,900,000 ( 2 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CMLS Holdings II LLC
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
NEW YORK, NY10065
X
C-LSH II LLC
C/O CASDIN CAPITAL, LLC
1350 AVE OF THE AMERICAS, SUITE 2600
NEW YORK, NY10019
X
M-LSH II LLC
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
NEW YORK, NY10065
X
Casdin Eli
C/O CASDIN CAPITAL, LLC
1350 AVE OF THE AMERICAS, SUITE 2600
NEW YORK, NY10019
X X Chief Executive Officer
Meister Keith A.
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
NEW YORK, NY10065
X X
Signatures
/s/ Brian Emes, as Attorney-in-Fact for CMLS II Holdings LLC 02/22/2021
Signature of Reporting Person Date
/s/ Brian Emes, as Attorney-in-Fact for C-LSH II LLC 02/22/2021
Signature of Reporting Person Date
/s/ Brian Emes, as Attorney-in-Fact for M-LSH II LLC 02/22/2021
Signature of Reporting Person Date
/s/ Brian Emes, as Attorney-in-Fact for Eli Casdin 02/22/2021
Signature of Reporting Person Date
/s/ Brian Emes, as Attorney-in-Fact for Keith A. Meister 02/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252626) (the "Registration Statement"), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )The shares of Class B common stock owned by the reporting persons include up to 900,000 shares that are subject to forfeiture in the event the underwriters of the offering do not exercise in full their over-allotment option as described in the Registration Statement.
( 3 )CMLS Holdings II LLC is the record holder of the shares reported herein. The Board of Managers of CMLS Holdings II LLC is comprised of Mr. Casdin and Mr. Meister who share voting and investment discretion with respect to the common stock held of record by CMLS Holdings II LLC. C-LSH II LLC and M-LSH II LLC are the members of CMLS Holdings II LLC, and Mr. Casdin and Mr. Meister are the managing members of C-LSH II LLC and M-LSH II LLC, respectively. Each of C-LSH II LLC, M-LSH II LLC and Messrs. Casdin and Meister disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Remarks:
See Exhibits 24.1, 24.2, 24.3, 24.4 and 24.5 - Powers of Attorney

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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