Amendment: SEC Form SC 13D/A filed by GeneDx Holdings Corp.
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
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(Amendment No. 4)*
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GENEDX HOLDINGS CORP. (f/k/a SEMA4 HOLDINGS CORP.)
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(Name of Issuer)
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Class A Common Stock
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(Title of Class of Securities)
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81663L101
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(CUSIP Number)
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Mount Sinai Health System, Inc.
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150 East 42nd Street
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Suite 2-B.17
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New York, NY 10017
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212.659.8105
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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October 31, 2024
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
OO
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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
New York
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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
2,866,8331
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
2,866,833
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,866,833
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
⌧ See Items 3 and 5 below.
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.4%2
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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1
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NAMES OF REPORTING PERSONS
MOUNT SINAI HEALTH SYSTEM, INC.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
OO
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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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5
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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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
0
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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
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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(a) and (b) |
Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 4 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 October 31, 2024, after the disposition as described above, ISMMS directly owns 2,866,833 shares of Class A Common Stock.
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(c) |
Except as described in Item 4 of this Amendment No. 4, which is incorporated herein by reference, during the past 60 days, none of the Reporting Persons conducted transactions in the
Class A Common Stock.
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(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.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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Item 7. |
Material to Be Filed as Exhibits
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ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI
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By:
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/s/ Vincent Tammaro
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Name:
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Vincent Tammaro
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Title:
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Chief Financial Officer
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Icahn School of Medicine at Mount Sinai
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Dated: November 4, 2024
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MOUNT SINAI HEALTH SYSTEM, INC.
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By:
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/s/ Vincent Tammaro
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Name:
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Vincent Tammaro
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Title:
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Chief Financial Officer
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Mount Sinai Health System, Inc.
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