GeneDx Director Keith Meister Receives 3.5K Restricted Stock Units, Holds 3.6M+ Shares

Accepted by SEC EDGAR 06/23/2025 - 05:50 PM EDT

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Rhea-AI Filing Summary

Keith A. Meister, Director and 10% Owner of GeneDx Holdings, reported multiple transactions in company securities on June 18, 2025:

Acquired 12,924 shares of Class A Common Stock through the conversion of Restricted Stock Units (RSUs) at $0 cost
Received a new grant of 3,576 RSUs that will vest at the earlier of next annual shareholder meeting or first grant anniversary
Following transactions, directly owns 20,129 shares and indirectly controls 3,674,913 shares

Indirect ownership includes 333,144 shares through CMLS Holdings LLC, where Meister serves on Board of Managers, and 3,341,769 shares through Corvex Management LP, where he controls the general partner. The transactions demonstrate continued insider investment aligned with long-term shareholder interests.

Insider Trade Summary

12,924 shares exercised/converted

Exercise 3 txns

Insider Meister Keith A.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	3,576	$0.00	$0.00
Exercise	Restricted Stock Unit	12,924	$0.00	$0.00
Exercise	Class A Common Stock	12,924	$0.00	$0.00
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 3,576 contracts (Direct); Class A Common Stock — 20,129 shares (Direct); Class A Common Stock — 3,674,913 shares (Indirect, See Footnotes)

Footnotes (4)

F1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.
F2. CMLS Holdings LLC ("CMLS Holdings") is the record 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 Stock reported herein. Corvex is not an investment adviser to CMLS Holdings.
F3. 3,341,769 shares of Class A Common Stock of the Issuer are held for the accounts of the Corvex Funds for which Corvex Management LP ("Corvex") acts as investment adviser. The general partner of Corvex is controlled by Mr. Meister.
F4. The RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

FAQ

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How many shares of WGS stock did Keith Meister acquire on June 18, 2025?

On June 18, 2025, Keith Meister acquired 12,924 shares of WGS Class A Common Stock through the settlement of Restricted Stock Units (RSUs). Additionally, he was granted 3,576 new RSUs on the same date.

What is Keith Meister's total beneficial ownership position in WGS stock?

Following the reported transactions, Keith Meister beneficially owns 20,129 shares directly and 3,674,913 shares indirectly. The indirect ownership consists of 333,144 shares through CMLS Holdings LLC and 3,341,769 shares through Corvex Management LP's funds.

What positions does Keith Meister hold at WGS?

According to the Form 4 filing, Keith Meister serves as both a Director and a 10% Owner of GeneDx Holdings Corp (WGS).

What are the vesting terms for WGS's RSUs granted to Keith Meister?

The RSUs vest at the earlier of (a) the date of the next annual meeting of WGS's shareholders following the grant date, or (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the company through each vesting date.

What is the exercise price of WGS RSUs granted to Keith Meister?

The RSUs have no exercise price. Each RSU represents a contingent right to receive 1 share of WGS Class A Common Stock upon settlement for no consideration.

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Form 4 Insider Transactions: What Each Field Means →

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Meister Keith A.

(Last)

(First)

(Middle)

C/O CORVEX MANAGEMENT LP

667 MADISON AVENUE

(Street)

NEW YORK

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)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/18/2025		M		12,924	A	$0⁽¹⁾	20,129	D
Class A Common Stock								3,674,913	I	See Footnotes⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	06/18/2025		A		3,576		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,576	$0	3,576	D
Restricted Stock Unit	⁽¹⁾	06/18/2025		M			12,924	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	12,924	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

2. CMLS Holdings LLC ("CMLS Holdings") is the record 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 Stock reported herein. Corvex is not an investment adviser to CMLS Holdings.

3. 3,341,769 shares of Class A Common Stock of the Issuer are held for the accounts of the Corvex Funds for which Corvex Management LP ("Corvex") acts as investment adviser. The general partner of Corvex is controlled by Mr. Meister.

4. The RSUs shall vest the earlier of (a) the date of the next annual meeting of the Issuer's shareholders following the grant date, and (b) the first anniversary of the grant date, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	06/23/2025
	** 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