| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
GENEDX HOLDINGS CORP. (Name of Issuer) |
Class A common stock, par value $0.0001 per share (Title of Class of Securities) |
81663L200 (CUSIP Number) |
02/05/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Public Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,426,968.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,135,901.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.13 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Concentrated Growth L/S Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 350,060.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.27 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Technology L/S Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 186,046.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) .68 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Sustainable Opportunities L/S Fund Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 269,101.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) .98 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Sustainable Opportunities L/S QP Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 321,675.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.17 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Sustainable Opportunities L/S Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,019.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) .03 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Alydar GP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 866,800.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Summit Partners Alydar GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 866,800.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 3.16 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Philip Furse | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,426,968.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Timothy Albright | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,426,968.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Robert MacAulay | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,426,968.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | 81663L200 |
| 1 | Names of Reporting Persons Matthew Curtis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,426,968.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.19 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: GENEDX HOLDINGS CORP. | |
| (b) | Address of issuer's principal executive
offices: 333 Ludlow Street, North Tower, 6th Floor, Stamford, CT, 06902 | |
| Item 2. | ||
| (a) | Name of person filing: The names of the persons filing this report (each a "Reporting Person" and collectively, the "Reporting Persons") are: (i) Summit Partners Public Asset Management, LLC ("SPPAM"), (ii) Summit Partners, L.P. ("SP"), (iii) Summit Partners Concentrated Growth L/S Master Fund, L.P. ("Summit Concentrated Growth"), (iv) Summit Partners Technology L/S Master Fund, L.P. ("Summit Technology"), (v) Summit Partners Sustainable Opportunities L/S Fund Limited ("SPSO Limited"), (vi) Summit Partners Sustainable Opportunities L/S QP Fund, L.P. ("SPSO QP"), (vii) Summit Partners Sustainable Opportunities L/S Fund, L.P. ("SPSO LP"), (viii) Summit Partners Alydar GP, L.P. ("Fund GP"), (ix) Summit Partners Alydar GP, LLC ("GP"), (x) Philip Furse, (xi) Timothy Albright, (xii) Robert MacAulay and (xiii) Matthew Curtis. The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2025, a copy of which is incorporated by reference as Exhibit A to this statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office or registered office, as applicable, of SPPAM, SP, SPSO QP, SPSO LP, Fund GP, GP, Philip Furse, Timothy Albright, Robert MacAulay and Matthew Curtis is 222 Berkeley Street, 18th Floor, Boston, MA 02116. The registered office address of Summit Concentrated Growth, Summit Technology and SPSO Limited is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. | |
| (c) | Citizenship: SPPAM, SP, SPSO QP, SPSO LP, Fund GP, and GP are organized under the laws of the State of Delaware. Philip Furse, Timothy Albright and Robert MacAulay are citizens of the United States. Summit Concentrated Growth and Summit Technology are each a Cayman Islands limited partnership. SPSO Limited is a Cayman Islands exempted company. | |
| (d) | Title of class of securities: Class A common stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 81663L200 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: 1,426,968 | |
| (b) | Percent of class: 5.19% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: 1,135,901 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 1,426,968 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Exhibit
Information |
Item 4:
The information required by Item 4 with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of each cover page to this Schedule 13G.
The ownership percentages are calculated based on 27,471,397 outstanding shares of Common Stock, as of October 22, 2024, as reported in the issuer's Quarterly Report on Form 10-Q filed on October 29, 2024.
SPPAM is the investment manager with respect to shares of Common Stock and call options to purchase shares of Common Stock ("Call Options") directly held by Summit Concentrated Growth, SPSO QP, SPSO LP, SPSO Limited and Summit Technology (collectively the "Funds") and a separately managed account. SP is the Managing Member of SPPAM. Summit Concentrated Growth, Summit Technology, and a separately managed account each directly hold shares of Common Stock and Call Options. SPSO Limited, SPSO QP and SPSO LP each directly holds shares of Common Stock. Fund GP is the general partner of Summit Concentrated Growth, SPSO QP, SPSO LP and Summit Technology. GP is the general partner of Fund GP. Philip Furse is the Chief Investment Officer of SPPAM and a Portfolio Manager of SPPAM, with respect to the shares of Common Stock and Call Options directly held by the Funds and the separately managed account of SPPAM. Timothy Albright is a Portfolio Manager of SPPAM with respect to the shares of Common Stock and Call Options directly held by the Funds and the separately managed account of SPPAM. Robert MacAulay is the Chief Risk Officer of SPPAM with respect to the shares of Common Stock and Call Options directly held by the Funds and the separately managed account of SPPAM. Matthew Curtis is a Portfolio Manager of SPPAM with respect to the shares of Common Stock and Call Options directly held by the Funds and the separately managed account of SPPAM.
Accordingly, each of the Reporting Persons may be deemed the beneficial owner of the reported securities but the filing of this statement shall not be construed as an admission that any of the Reporting Persons is, for the purpose of 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. Please note that the Reporting Persons do not have any voting control over any of the securities held by the separately managed account referenced herein.
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock (this "Agreement"), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Joint Filing Agreement dated February 12, 2025, among Summit Partners Public Asset Management, LLC, Summit Partners, L.P., Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Technology L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund Limited, Summit Partners Sustainable Opportunities L/S QP Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., Summit Partners Alydar GP, L.P., Summit Partners Alydar GP, LLC, Philip Furse, Timothy Albright, Robert MacAulay and Matthew Curtis.
Dated: February 12, 2025
Summit Partners Public Asset Management, LLC
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners, L.P.
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Concentrated Growth L/S Master Fund, L.P.
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Technology L/S Master Fund, L.P.
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Sustainable Opportunities L/S Fund Limited
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Sustainable Opportunities L/S QP Fund, L.P.
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Sustainable Opportunities L/S Fund, L.P.
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Alydar GP, L.P.
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Summit Partners Alydar GP, LLC
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, Authorized Person
Philip Furse
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, POA for Philip Furse
Timothy Albright
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, POA for Timothy Albright
Robert MacAulay
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, POA for Robert MacAulay
Matthew Curtis
Signature: /s/ Adam H. Hennessey
Name/Title: Adam H. Hennessey, POA for Matthew Curtis
EXHIBIT B
POWERS OF ATTORNEY
Powers of Attorney, dated as of January 31, 2024, (incorporated herein by reference to Exhibit B to that certain Schedule 13G filed on January 31, 2024, with the Securities and Exchange Commission in connection with securities of Klaviyo, Inc.). |