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    Amendment: SEC Form SC 13D/A filed by GeneDx Holdings Corp.

    11/19/24 8:00:24 PM ET
    $WGS
    Retail: Computer Software & Peripheral Equipment
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    SC 13D/A 1 sc13da.htm SCHEDULE 13D, AMENDMENT NO. 5


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     
     
    SCHEDULE 13D
    Under the Securities Exchange Act of 1934
    (Amendment No. 5)*
     
    GENEDX HOLDINGS CORP. (f/k/a SEMA4 HOLDINGS CORP.)
    (Name of Issuer)
     
    Class A Common Stock
    (Title of Class of Securities)
     
    81663L101
    (CUSIP Number)
     
     
    Mount Sinai Health System, Inc.
    150 East 42nd Street
    Suite 2-B.17
    New York, NY 10017
    212.659.8105
    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)
     
     
    November 15, 2024
    (Date of Event which Requires Filing of this Statement)

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

    * 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.

    The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).


    CUSIP No.  81663L101
    1
    NAMES OF REPORTING PERSONS
     
    ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a) ☐
    (b) ☐
    3
    SEC USE ONLY
     
     
    4
    SOURCE OF FUNDS
    OO
     
    5
    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
    ☐
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
    New York
    Number of
    Shares
    Beneficially
    Owned By
    Each
    Reporting
    Person
    With
    7
    SOLE VOTING POWER
    2,719,6921
    8
    SHARED VOTING POWER
    0
    9
    SOLE DISPOSITIVE POWER
    2,719,692
    10
    SHARED DISPOSITIVE POWER
    0
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    2,719,692
    12
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    ☐ See Items 3 and 5 below.
    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    9.9%2
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    CO


    _____________________________
    1 All share amounts presented in this Amendment No. 5 reflect the 33:1 reverse stock split of the Issuer’s Class A Common Stock (as defined below) effective May 4, 2023.
    2 Based on 27,471,397 shares of Class A Common Stock outstanding as of October 22, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on October 29, 2024.


    CUSIP No.  81663L101
    1
    NAMES OF REPORTING PERSONS
     
    MOUNT SINAI HEALTH SYSTEM, INC.
     
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
    (a) ☐
    (b) ☐
    3
    SEC USE ONLY
     
     
    4
    SOURCE OF FUNDS
    OO
     
    5
    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
     
    ☐
    6
    CITIZENSHIP OR PLACE OF ORGANIZATION
    New York
    Number of
    Shares
    Beneficially
    Owned By
    Each
    Reporting
    Person
    With
    7
    SOLE VOTING POWER
    0
    8
    SHARED VOTING POWER
    0
    9
    SOLE DISPOSITIVE POWER
    0
    10
    SHARED DISPOSITIVE POWER
    0
    11
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    0
    12
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
    ☒

    13
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
    0%
    14
    TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
    HC


    Item 1.
    Security and Issuer

    This Amendment No. 5 ("Amendment No. 5") to Schedule 13D relates to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of GeneDX Holdings Corp. (f/k/a Sema4 Holdings Corp.) (the "Issuer"), and amends and supplements the Schedule 13D filed on October 13, 2021 (the "Initial Filing"), as amended by Amendment No. 1, filed on January 21, 2022 ("Amendment No. 1"), Amendment No. 2, filed on May 6, 2022, Amendment No. 3, filed on February 6, 2023, and Amendment No. 4, filed on November 4, 2024 (the Initial Filing, as amended, the "Schedule 13D") by Icahn School of Medicine at Mount Sinai ("ISMMS") and Mount Sinai Health System, Inc. ("MSHS"). As of October 22, 2024, the issued and outstanding Class A Common Stock of the Issuer totaled 27,471,397 shares. The principal executive office of the Issuer is located at 333 Ludlow Street, North Tower, 6th Floor, Stamford, Connecticut 06902.

    Item 2.
    Identity and Background

    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

    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

    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 described in Item 6 below.

    Except as described in the Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management or the board of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.
     
    Item 5.
    Interest in Securities of the Issuer

    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

    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

    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.


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