Mount Sinai Files 13D/A for GeneDx Holdings

TL;DR

Mount Sinai updated its GeneDx filing, watch for ownership changes.

AI Summary

On November 19, 2024, the Icahn School of Medicine at Mount Sinai filed Amendment No. 5 to its Schedule 13D for GeneDx Holdings Corp. (f/k/a Sema4 Holdings Corp.). The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this amendment.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of GeneDx Holdings Corp., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant corporate actions or market movements.

Key Players & Entities

• Icahn School of Medicine at Mount Sinai (company) — Filing entity
• GeneDx Holdings Corp. (company) — Subject company
• Sema4 Holdings Corp. (company) — Former name of subject company
• Mount Sinai Health System (company) — Group member

FAQ

Key Financial Figures

• $0.0001 — to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"),
• $69.7806 — s of Class A Common Stock at a price of $69.7806 per share (before deducting broker comm
• $70.7755 — s of Class A Common Stock at a price of $70.7755 per share (before deducting broker comm

Filing Documents

• sc13da.htm (SC 13D/A) — 59KB
• 0001341004-24-000216.txt ( ) — 61KB

of this Amendment No. 5 incorporates herein by reference the information set forth in Item 2 of the Schedule 13D

Item 2 of this Amendment No. 5 incorporates herein by reference the information set forth in Item 2 of the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated by reference into this Item 3. Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: On November 15, 2024, ISMMS sold 20,359 shares of Class A Common Stock at a price of $69.7806 per share (before deducting broker commissions), and on November 18, 2024, ISMMS sold 126,782 shares of Class A Common Stock at a price of $70.7755 per share (before deducting broker commissions). Each sale was made in reliance on Rule 144 promulgated under the Securities Act of 1933. ISMMS previously filed a Form 144 on October 31, 2024, disclosing ISMMS's intention to sell up to 1,012,941 shares of Class A Common Stock within the next 90 days, which amount includes the aggregate 147,141 shares sold as described above. The information in Item 3 of the Schedule 13D is incorporated by reference into this Item 4. The Reporting Persons expect to evaluate on an ongoing basis the Issuer's financial condition and prospects and their respective interests in, and intentions with respect to, the Issuer and their respective investments in the securities of the Issuer, which review may be based on various factors, including the Issuer's business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Accordingly, each Reporting Person reserves the right to change its intentions, as it deems appropriate. In particular, each Reporting Person may, at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, increase its holdings in the Issuer or dispose of all or a portion of the securities of the Issuer that such Reporting Person now owns or may hereafter acquire, including sales pursuant to the exercise of the registration rights provided for in the Subscription Agreements or in the Registration Rights Agreement described in the Schedule 13D, including after the expiration of the lockup as

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 5 are incorporated herein by reference. Calculation of the percentage of shares of Class A Common Stock beneficially owned assumes that there were 27,471,397 shares of Class A Common Stock issued and outstanding. As of November 18, 2024, after the disposition as described above, ISMMS directly owns 2,719,692 shares of Class A Common Stock. The information set forth in Item 4 of this Amendment No. 5 is hereby incorporated by reference into this Item 5. MSHS disclaims beneficial ownership over all shares beneficially owned by ISMMS, other than for the purpose of determining obligations under the Securities Exchange Act of 1934, as amended, and the filing of this Amendment No. 5 shall not be deemed an admission that MSHS is the beneficial owner of such securities for any other purpose. (c) Except as described in Item 4 of this Amendment No. 5, which is incorporated herein by reference, since the most recent filing of Schedule 13D, none of the Reporting Persons conducted transactions in the Class A Common Stock. (d) To the knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein. (e) Not applicable . Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

of the Schedule 13D is hereby amended and restated as follows

Item 6 of the Schedule 13D is hereby amended and restated as follows: ISMMS had previously reached an understanding with the broker dealer executing the sale that it would not offer, sell, transfer or dispose of any shares of Class A Common Stock, including the 147,141 shares described above, and any additional shares until November 30, 2024, without the consent of the broker dealer. ISMMS has obtained consent from the broker dealer for the sale of the 147,141 shares described above. ISMMS may obtain the consent from the broker dealer to sell additional shares before November 30, 2024, in which case ISMMS does not intend to amend the Schedule 13D again solely due to the receipt of any such consent. The information set forth in Items 2, 3, 4 and 5 is hereby incorporated by reference into this Item 6. The Subscription Agreements described in Amendment No. 1 provide for certain customary registration rights for the PIPE investors. The Registration Rights Agreement described in the Initial Filing provides for certain customary registration rights for certain shareholders of the Issuer. Item 7. Material to Be Filed as Exhibits

of this Amendment No. 5 incorporates herein by reference the information set forth in Item 7 of the Schedule 13D

Item 7 of this Amendment No. 5 incorporates herein by reference the information set forth in Item 7 of the Schedule 13D. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 19, 2024 ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI By: /s/ Vincent Tammaro Name: Vincent Tammaro Title: Chief Financial Officer Icahn School of Medicine at Mount Sinai Dated: November 19, 2024 MOUNT SINAI HEALTH SYSTEM, INC. By: /s/ Vincent Tammaro Name: Vincent Tammaro Title: Chief Financial Officer Mount Sinai Health System, Inc.

View Full Filing

View this SC 13D/A filing on SEC EDGAR