Amendment: SEC Form SC 13D/A filed by 23andMe Holding Co.
WASHINGTON, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 6)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
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RULE 13d-2(a)
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23ANDME HOLDING CO.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
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1.
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Names of Reporting Persons
ABeeC 2.0, LLC
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,931,692 (1)(2)(3) (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,931,692 (1)(3) (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,931,692 (3) (see Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
22.0% (4)
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14.
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Type of Reporting Person
OO
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(1)
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The ANNE WOJCICKI REVOCABLE TRUST U/A/D 9/2/09, AS AMENDED AND RESTATED (the “Trust”) is the sole member of ABeeC 2.0, LLC (the “LLC”) and Anne Wojcicki is the sole trustee of the Trust. Accordingly, the LLC, the Trust, and Ms. Wojcicki have shared power to vote and dispose, or direct the disposition, of 4,931,692 shares of the Class B
common stock, par value $0.0001 per share (the “Class B Common Stock”) of 23andMe Holding Co. (the “Issuer”) held by the LLC.
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(2)
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The LLC is manager-managed and the manager from time to time may exercise voting power with respect to the shares of Class B Common Stock held by the LLC.
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(3)
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Represents shares of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) that may be obtained upon the
conversion of shares of Class B Common Stock held by the reporting persons. Class B Common Stock, which is not registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
convertible into shares of Class A Common Stock on a share-for-share basis.
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(4)
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Based upon (a) 17,514,628 shares of Class A Common Stock outstanding as of October 16, 2024, as disclosed in Exhibit 99.2 to the Issuer’s Current Report filed on Form 8-K with the
Securities and Exchange Commission (“SEC”) on October 16, 2024, and (b) 4,931,692 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the LLC.
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1.
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Names of Reporting Persons
THE ANNE WOJCICKI REVOCABLE TRUST U/A/D 9/2/09, AS AMENDED AND RESTATED
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
N/A
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
4,931,692 (1)(2)(3) (see Item 5)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
4,931,692 (1)(3) (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,931,692 (3) (see Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
22.0% (4)
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14.
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Type of Reporting Person
OO
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(1)
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Represents shares of Class B Common Stock held by the LLC. The Trust is the sole member of the LLC and Ms. Wojcicki is the sole trustee of the Trust. Accordingly, the LLC, the Trust,
and Ms. Wojcicki have shared power to vote and dispose, or direct the disposition, of 4,931,692 shares of the Class B Common Stock held by the LLC.
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(2)
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The LLC is manager-managed and the manager from time to time may exercise voting power with respect to the shares of Class B Common Stock held by the LLC.
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(3)
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Represents shares of the Issuer’s Class A Common Stock that may be obtained upon the conversion of shares of Class B Common Stock held by the reporting persons. The Class B Common
Stock, which is not registered under the Exchange Act, is convertible into shares of Class A Common Stock on a share-for-share basis.
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(4)
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Based upon (a) 17,514,628 shares of Class A Common Stock outstanding as of October 16, 2024, as disclosed in Exhibit 99.2 to the Issuer’s Current Report filed on Form 8-K with the SEC
on October 16, 2024, and (b) 4,931,692 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the LLC.
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1.
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Names of Reporting Persons
Anne Wojcicki
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
507,113 (1)
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8.
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Shared Voting Power
5,056,692 (2)(3)(4)(5)(6) (see Item 5)
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9.
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Sole Dispositive Power
507,113 (1)
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10.
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Shared Dispositive Power
5,056,692 (2)(3)(5)(6) (see Item 5)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,563,805 (1)(2)(6) (see Item 5)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13.
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Percent of Class Represented by Amount in Row (11)
24.3% (7)
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14.
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Type of Reporting Person
IN
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(1)
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Includes (a) 54,712 shares of Class A Common Stock held directly by Ms. Wojcicki, (b) 448,489 stock options held by Ms. Wojcicki that have vested or will vest within sixty days of the
date hereof, and (c) 3,912 restricted stock units held directly by Ms. Wojcicki that will vest within sixty days of the date hereof.
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(2)
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Includes indirect beneficial ownership of (a) 4,931,692 shares of Class B Common Stock held by the LLC and (b) 125,000 shares of Class A Common Stock held by The Anne Wojcicki
Foundation (“AWF”), for which Ms. Wojcicki disclaims beneficial ownership except to the extent of her pecuniary interest therein.
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(3)
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The Trust is the sole member of the LLC and Ms. Wojcicki is the sole trustee of the Trust. Accordingly, the LLC, the Trust, and Ms. Wojcicki have shared power to vote and dispose, or
direct the disposition, of 4,931,692 shares of the Class B Common Stock held by the LLC.
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(4)
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The LLC is manager-managed and the manager from time to time may exercise voting power with respect to the shares of Class B Common Stock held by the LLC.
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(5)
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Ms. Wojcicki, as the President and Chairman of the Board of AWF, has shared power to vote and dispose, or direct the disposition, of 125,000 shares of Class A Common Stock held by AWF.
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(6)
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Includes 4,931,692 shares of the Class A Common Stock that may be obtained upon the conversion of shares of Class B Common Stock held by the reporting persons. Class B Common Stock,
which is not registered under the Exchange Act, is convertible into shares of Class A Common Stock on a share-for-share basis.
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(7)
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Based upon (a) 17,514,628 shares of Class A Common Stock outstanding as of October 16, 2024, as disclosed in Exhibit 99.2 to the Issuer’s Current Report filed on Form 8-K with the SEC
on October 16, 2024, (b) 4,931,692 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock held by the LLC, (c) 448,489 shares of Class A Common Stock issuable upon the exercise of options held by Ms. Wojcicki that
have vested or will vest within sixty days of the date hereof, and (d) 3,912 restricted stock units held directly by Ms. Wojcicki that will vest within sixty days of the date hereof.
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ITEM 3. |
Source and Amount of Funds or Other Consideration.
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ITEM 4. |
Purpose of the Transaction.
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ITEM 5. |
Interest in Securities of Issuer.
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ABeeC 2.0, LLC
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By:
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/s/ Ryan Batenchuk
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Name: Ryan Batenchuk
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Title: Manager
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THE ANNE WOJCICKI REVOCABLE TRUST U/A/D 9/2/09, AS AMENDED AND RESTATED
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By:
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/s/ Anne Wojcicki
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Name: Anne Wojcicki
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Title: Trustee
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Anne Wojcicki
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/s/ Anne Wojcicki
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