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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sema4 Holdings Corp. [ SMFR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/22/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/22/2021 | C(1) | 25,000 | A | $0.00 | 25,000 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (1) | 07/22/2021 | C(1) | 25,000 | (1) | (1) | Class A Common Stock | 25,000 | (1) | 0 | D | ||||
| Private Placement Warrants | $11.5 | 07/22/2021 | A(2) | 166,666 | (2) | (2) | Class A Common Stock | 166,666 | $11.5 | 166,666 | D | ||||
| Explanation of Responses: |
| 1. In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as CM Life Sciences, Inc. or "CMLS") and Mount Sinai Genomics, Inc. d/b/a Sema4 ("Sema4"), among other things, each share of CMLS's Class B common stock converted pursuant to the terms of such stock into shares of the Issuer's Class A Common Stock on a one-for-one basis. |
| 2. In connection with the consummation of the Business Combination, all of the private placement warrants of CMLS held by the Reporting Person, which previously entitled the Reporting Person to purchase one share of CMLS's Class A Common Stock at a price of $11.50 per whole share at any time commencing on the later of 12 months from the closing of CMLS's initial public offering or 30 days after the completion of an initial business combination of CMLS, were converted into private placement warrants of Issuer (each a "New Private Placement Warrant") simultaneously with the closing of the Business Combination, with each whole New Private Placement Warrant entitling the holder thereof to the right to purchase one share of Issuer's Class A Common Stock. |
| Remarks: |
| /s/ Daniel Clark, Attorney-in-Fact | 07/26/2021 | |
| ** 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. | ||