Meister Keith A.'s Form 4 filing
GeneDx Holdings Corp. (WGS) · filed Nov 17, 2023
- Accession no.
- 0001213900-23-088336
- Filed
- Nov 17, 2023, 4:18 PM ET
- Trade date
- Nov 15, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 3 derivative transactions. Open-market sales total $1.14M. It was filed 2 days after the trade.
This filing was later replaced by the amendment 0001168404-25-000007 (Oct 6, 2025). Trade tables on this site use the amended version.
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.
| 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)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| 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 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.
- 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.