GeneDx Holdings Corp.
4.89%
1,373,569
1818331
81663L101
Feb 20, 2025
Feb 21, 2025, 04:30 PM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI | CO | 4.89% | 1,373,569 | 1,373,569 | 0 |
| MOUNT SINAI HEALTH SYSTEM, INC. | Holding Company | 0.00% | 0 | 0 | 0 |
Disclosure Items (7)
Class A Common Stock
GeneDx Holdings Corp.
333 Ludlow Street, Stamford, CT, 06902
Item 2 of this Amendment No. 7 incorporates herein by reference the information set forth in Item 2 of the Schedule 13D.
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 7 is hereby incorporated by reference into this Item 3.
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. 7 are incorporated herein by reference. Calculation of the percentage of shares of Class A Common Stock beneficially owned assumes that there were 28,068,274 shares of Class A Common Stock issued and outstanding. As of February 24, 2025, after the disposition as described above, ISMMS directly owns 1,373,569 shares of Class A Common Stock. The information set forth in Item 4 of this Amendment No. 7 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. 7 shall not be deemed an admission that MSHS is the beneficial owner of such securities for any other purpose.
Except as described in Item 4 of this Amendment No. 7, 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.
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.
As a result of the transactions described herein, on February 21, 2025, ISMMS and MSHS, collectively, ceased to be the beneficial owners of more than five percent of the Class A Common Stock. The filing of this Amendment No. 7 represents the final amendment to the Schedule 13D and constitutes an exit filing for ISMMS and MSHS.
Item 6 of the Schedule 13D is hereby amended and restated as follows: 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 of this Amendment No. 7 incorporates herein by reference the information set forth in Item 7 of the Schedule 13D.