Sec Form 4 Filing - Humphreys David James @ Babylon Holdings Ltd - 2023-05-12

FORM 4 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 Humphreys David James 2. Issuer Name and Ticker or Trading Symbol Babylon Holdings Ltd [ BBLN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1 KNIGHTSBRIDGE GREEN 3. Date of Earliest Transaction (MM/DD/YY) 05/12/2023 (Street) LONDON, X0SW1X 7QA 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ordinary shares 05/12/2023 M 177 A 23,073 D Class A ordinary shares 05/12/2023 F 84 ( 2 ) D $ 1.07 22,989 D

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 Restricted share units ( 1 ) 05/12/2023 M 177 ( 3 ) ( 3 ) Class A ordinary shares 177 $ 1.07 2,103 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Humphreys David James 1 KNIGHTSBRIDGE GREEN LONDON, X0SW1X 7QA Chief Financial Officer Signatures /s/ David James Humphreys 05/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class A ordinary shares reported were issued upon settlement of the restricted share units ("RSUs"), each representing a contingent right to receive one Class A ordinary share. ( 2 )Exempt transaction pursuant to Rule 16b-3(e): payment of tax liability by pre-planned automatic withholding by the Issuer of a portion of the shares received by the Reporting Person upon the vesting and issuance of shares in settlement of RSUs. All of the shares reported as disposed of on this line were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay the Reporting Person's federal and state tax withholding tax obligations resulting from the vesting and settlement of the RSUs. ( 3 )The RSUs were awarded under the 2021 Plan and are made up of three separate awards. The first award for 1,373 Class A ordinary shares vests on March 14, 2025. The second award for 709 Class A ordinary shares vests in equal quarterly installments beginning January 22, 2023. The third award for 406 Class A ordinary shares vests in equal quarterly installments beginning March 14, 2023. Vested RSUs will be settled in shares or cash as soon as administratively practicable after vesting, but in no event more than 60 days after the RSUs' vesting date.

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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