23andMe Holding (ME) Form 4 23andMe Holding / ROELOF BOTHA ownership change

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^*

BOTHA ROELOF

(Last) (First) (Middle)

C/O 23ANDME HOLDING CO.

349 OYSTER POINT BLVD

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co. [ ME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2024

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/26/2024		A		658,485(1)	A	$0	658,485	D
Class A Common Stock	08/26/2024		A		179,586(2)	A	$0.3341(3)	483,526	I	By estate planning vehicles

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

Explanation of Responses:

1. Restricted stock units ("RSUs") issued pursuant to the 23andMe Holding Co. Amended and Restated Outside Director Compensation Policy, effective as of September 6, 2023 (the "Director Compensation Policy"), all of which vest on the earlier of (a) the first anniversary of the grant date and (b) the date of the issuer's 2025 annual meeting of stockholders. Each RSU represents the contingent right to receive one share of Class A common stock of the issuer.

2. RSUs issued to the reporting person in lieu of cash retainer fees, at the election of the reporting person (the "RSU Election"), pursuant to the Director Compensation Policy and the 23andMe Holding Co. RSU Conversion and Deferral Program For Directors as amended and restated on September 6, 2023 (the "Conversion and Deferral Program"). Each RSU represents the contingent right to receive one share of Class A common stock of the issuer and is fully vested.

3. Under the the Conversion and Deferral Program, the number of shares issued in lieu of cash retainer fees is determined by dividing the dollar amount of the cash retainer fees subject to the RSU Election by the closing price of a share of Class A common stock of the issuer on the Nasdaq Capital Market on the date of issuance, with any fractional share rounded down to the nearest whole share.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Roelof Botha by Guy Chayoun, attorney-in-fact	08/28/2024
	** 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.