Meister Keith A.'s Form 4/A amendment
AmendedGeneDx Holdings Corp. (WGS) · filed Oct 6, 2025
- Accession no.
- 0001168404-25-000007
- Filed
- Oct 6, 2025, 4:23 PM ET
- Rule 10b5-1 plan
- Not checked
- Original filed
- Nov 17, 2023
This filing lists no transactions. It carries over 4 transactions from the original filing that it did not restate. Open-market sales total $1.14M.
This amendment restates part of 0001213900-23-088336 (filed Nov 17, 2023). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Meister Keith A.CIK 0001307631 | Director, 10% Owner |
| Corvex Management LPCIK 0001535472 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
This filing has no transactions of this kind.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001213900-23-088336 (filed Nov 17, 2023).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 15, 2023 | Class A Common Stock | SSaleDisposed | −883,742 | $1.29 | −$1,140,027.18 | 3,011,066 | Indirect |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 15, 2023 | Class A Common Stock | JOtherDisposed | 0 | –F4,F5,F6 | – | 0 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | JOtherAcquired | +205,738 | $1.29 | +$265,402.02 | 205,738 | Indirect | |
| Nov 15, 2023 | Class A Common Stock | JOtherAcquired | +883,742 | $1.29 | +$1,140,027.18 | 883,742 | Indirect |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F4
As previously reported, on December 1, 2022, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Initial Total Return Swap") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which included a notional interest in 205,738 shares of Class A Common Stock (as adjusted to reflect the impact of a 1-for-33 reverse stock split of the Issuer's Common Stock that became effective on May 4, 2023, the "Reverse Stock Split") for a reference price of $13.167 per share (as adjusted to reflect the Reverse Stock Split).
Referenced by the price of 1 transaction in Table II.
- F5
On November 15, 2023, contemporaneously with the disposal reported in Table I, the Initial Total Return Swap was terminated and the Corvex Funds entered into new cash-settled swaps with a counterparty under which the Corvex Funds acquired the economic long-side exposure to (i) a notional interest in 205,738 shares of Class A Common Stock (the "Second Total Return Swap") for a reference price of $1.29 per share and (ii) a basket of securities which includes a notional interest in 833,742 shares of Class A Common Stock for a reference price of $1.29 per share (the "Third Total Return Swap").
Referenced by the price of 1 transaction in Table II.
- F6
Under the terms of the Initial Total Return Swap, Second Total Return Swap, and Third Total Return Swap (each, a "Total Return Swap") (i) the counterparty is obligated to pay in cash to the Corvex Funds any positive price performance in the applicable notional securities from the applicable reference price and (ii) the Corvex Funds are obligated to pay in cash to the counterparty any negative price performance in the applicable notional securities from the applicable reference price as of the termination of such Total Return Swap, and, in the case of the Initial Total Return Swap and the Third Total Return Swap, as part of the overall cash payment to be made under such Total Return Swap, taking into account the other securities reflected in the basket. All balances are required to be exclusively cash settled at the termination of each Total Return Swap. Each Total Return Swap has a maximum term of three years.
Referenced by the price of 1 transaction in Table II.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Investment funds advised by Corvex Management LP are the holders of 2,473,781 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") of GeneDx Holdings Corp. (the "Issuer") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex Management LP.
- F2
CMLS Holdings LLC ("CMLS Holdings") is the holder of 333,144 shares of the Class A Common Stock reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held by CMLS Holdings.
- F3
For the purposes of this filing, Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.
Remarks
The Form 4 filed on November 17, 2023 is being amended hereby to correct the number of shares of the Issuer's Class A Common Stock reported in Column 5 of Table I and the related footnotes 1 and 2, which numbers were misstated in the original report due to administrative error. As of the Date of Earliest Transaction set forth in box 3 above, and after giving effect to the transaction reported on that date, the investment funds advised by Corvex Management LP were the holders of 2,473,781 shares of Class A Common Stock and CMLS Holdings was the holder of 333,144 shares (aggregating to 2,806,925 shares indirectly beneficially owned by Mr. Meister). Any subsequent Forms 4 filed by the Reporting Persons through the date of this amendment should be read to incorporate this correction in the context of any transactions reported therein. Additionally, for the avoidance of doubt, all numbers presented above give effect to the Issuer's 1-for-33 reverse stock split that occurred effective May 4, 2023.