STOCK TITAN
  1. Home
  2. Sec-filings
  3. WGS
  4. [Form 4/A] GeneDx Holdings Corp. Amended Insider Trading Activity

Keith Meister Amends WGS Form 4 to Report 2,806,925 Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Keith A. Meister, a director and reported 10% owner, amended a Form 4 to correct previously misstated holdings in GeneDx Holdings Corp. (WGS). The amendment clarifies that investment funds advised by Corvex Management LP hold 2,473,781 shares of Class A common stock and that CMLS Holdings LLC holds 333,144 shares, for an aggregate indirect beneficial ownership of 2,806,925 shares. The filing states Mr. Meister may be deemed to indirectly own these shares through his control or board role but disclaims direct beneficial ownership except for any pecuniary interest. The amendment notes the corrected figures reflect a 1-for-33 reverse stock split effective May 4, 2023.

Positive

  • Amendment corrected the previously misstated share counts, improving disclosure accuracy
  • Clear attribution of 2,806,925 shares indirectly beneficially owned, enhancing transparency

Negative

  • Administrative error in the original Form 4 required correction
  • Concentrated indirect stake (2,806,925 shares) may represent significant shareholder influence

Insights

TL;DR: An insider amendment corrects reported holdings to show material indirect ownership by an activist firm.

The corrected filing shows Corvex Management LP-advised funds hold 2,473,781 shares and CMLS Holdings LLC holds 333,144, totaling 2,806,925 Class A shares indirectly attributable to Mr. Meister. This clarifies the scale of an insider stake and the reporting chain through an investment adviser and a separate LLC.

The filing also includes a customary disclaimer of direct beneficial ownership and states the figures incorporate a May 4, 2023 1-for-33 reverse split. Investors should note the amendment corrects prior administrative errors; filings going forward are to be read with this correction.

Insider Meister Keith A., Corvex Management LP
Role Director, 10% Owner | 10% Owner
Type Security Shares Price Value
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 2,806,925 shares (Indirect, See Footnotes)
Footnotes (1)
  1. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Meister Keith A.
(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/17/2023 		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 2,806,925 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Meister Keith A.
(Last) (First) (Middle)
C/O CORVEX MANAGEMENT LP
667 MADISON AVENUE
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Corvex Management LP
(Last) (First) (Middle)
667 MADISON AVENUE
(Street)
NEW YORK NY 10065
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
/s/ Keith A. Meister 10/06/2025
/s/ Keith A. Meister, Managing Partner of Corvex Management LP 10/06/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did the amended Form 4 for GeneDx Holdings (WGS) change?

The amendment corrected the number of Class A shares attributed to investment funds advised by Corvex Management LP to 2,473,781 and to CMLS Holdings LLC to 333,144, totaling 2,806,925 shares.

Does Keith A. Meister claim direct ownership of the reported WGS shares?

No. The filing states Mr. Meister disclaims direct beneficial ownership except to the extent of any pecuniary interest and attributes holdings to advised funds and CMLS Holdings.

Why does the filing reference a reverse stock split?

All reported share counts in the amendment reflect the issuer's 1-for-33 reverse stock split effective May 4, 2023, and numbers are presented on a post-split basis.

What is the relationship between Corvex Management LP and the reported shares?

Investment funds advised by Corvex Management LP are the holders of 2,473,781 Class A shares; Mr. Meister may be deemed to indirectly own these shares by virtue of his control of the general partner.

When was the amendment signed?

The signatures in the filing are dated 10/06/2025.