GeneDx (WGS) Form 4 Sema4 / Eric Schadt 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

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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^*

Schadt Eric

(Last) (First) (Middle)

C/O SEMA4 HOLDINGS CORP.

333 LUDLOW ST, NORTH TOWER, 8TH FL.

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sema4 Holdings Corp. [ SMFR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2021

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

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
Restricted Stock Unit	(1)(2)	12/09/2021		A		223,557		(3)	(3)	Class A Common Stock	223,557	$0.00	223,557	D
Restricted Stock Unit	(1)(2)	12/09/2021		A		35,012		(4)	(4)	Class A Common Stock	35,012	$0.00	35,012	D
Restricted Stock Unit	(1)(2)	12/09/2021		A		197,394		(3)	(3)	Class A Common Stock	197,394	$0.00	197,394	D
Restricted Stock Unit	(1)(2)	12/09/2021		A		83,716		(5)	(5)	Class A Common Stock	83,716	$0.00	83,716	D
Restricted Stock Unit	(1)(2)	12/09/2021		A		201,474		(6)	(6)	Class A Common Stock	201,474	$0.00	201,474	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, granted pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 9, 2021 (as amended, the "Merger Agreement"), by and among CM Life Sciences, Inc., S-IV Sub, Inc. and Mount Sinai Genomics, Inc. d/b/a Sema4. In addition, in the event that any similar RSUs are forfeited (for example, as a result of the recipient no longer being an employee of the Issuer), the Merger Agreement provides for the shares underlying such forfeited RSUs to become available for issuance to other RSU recipients. Therefore, each RSU also represents to right to receive additional shares of the Issuer's Class A Common Stock from this "forfeiture pool". The number of shares of the Issuer's Class A Common Stock that may be issued to the Reporting Person pursuant to the "forfeiture pool" is not determinable at this time.

2. [cont'd from footnote 1] Any shares of the Issuer's Class A Common Stock ultimately issued to the Reporting Person in respect of each RSU will be reported in a subsequent filing.

3. The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date.

4. The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 12,254 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 4 vesting periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.

5. The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 54,532 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 5 semi-annual periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.

6. The vesting of the RSUs is conditioned on the satisfaction of both a service requirement and a market-based requirement. The service requirement is deemed satisfied as of the grant date with respect to 100,737 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 8 quarterly periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.

Remarks:

	/s/ Daniel Clark Attorney-in-Fact	12/13/2021
	** 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).
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