(Amendment No. )*
GeneDX Holdings Corp.
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required
in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. |
81663L101 |
13G |
Page 2 of 11 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
35,969,492 (1)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
35,969,492 (1)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,969,492 (1)
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.57%
|
12. |
TYPE OF REPORTING PERSON*
PN |
__________________
(1) Comprised of 35,969,492 shares of Class A Common Stock held by
Deerfield Partners, L.P., of which Deerfield Mgmt, L.P. is the general partner.
CUSIP No. |
81663L101 |
13G |
Page 3 of 11 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Management Company, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
57,192,101 (2)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
57,192,101 (2) |
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,192,101 (2) |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26%
|
12. |
TYPE OF REPORTING PERSON*
PN |
__________________
(2) Comprised of an aggregate of 57,192,101 shares of Class A Common
Stock held by Deerfield Partners, L.P. and Deerfield Private Design Fund V, L.P., of which Deerfield Management Company, L.P. is the investment
advisor.
CUSIP No. |
81663L101 |
13G |
Page 4 of 11 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Mgmt V, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
21,222,609 (3)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
21,222,609 (3) |
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,222,609 (3) |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.69%
|
12. |
TYPE OF REPORTING PERSON*
PN |
_________________
(3) Comprised of 21,222,609 shares of Class A Common Stock held by
Deerfield Private Design Fund V, L.P., of which Deerfield Mgmt V, L.P. is the general partner.
CUSIP No. |
81663L101 |
13G |
Page 5 of 11 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Partners, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
35,969,492
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
35,969,492 |
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,969,492 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.57%
|
12. |
TYPE OF REPORTING PERSON*
PN |
CUSIP No. |
81663L101 |
13G |
Page 6 of 11 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Deerfield Private Design Fund V, L.P.
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
21,222,609
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
21,222,609 |
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,222,609 |
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.69%
|
12. |
TYPE OF REPORTING PERSON*
PN |
CUSIP No. |
81663L101 |
13G |
Page 7 of 11 |
1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Flynn |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE VOTING POWER
0 |
|
6. |
SHARED VOTING POWER
57,192,101 (4)
|
|
7.
|
SOLE DISPOSITIVE POWER
0 |
|
8.
|
SHARED DISPOSITIVE POWER
57,192,101 (4)
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,192,101 (4)
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
|
☐ |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.26%
|
12. |
TYPE OF REPORTING PERSON*
IN |
__________________
(4) Comprised of an aggregate of 57,192,101 shares of common stock
held by Deerfield Partners, L.P. and Deerfield Private Design Fund V, L.P.
CUSIP No. |
81663L101 |
13G |
Page 8 of 11 |
Item 1(a). |
Name of Issuer: |
|
|
|
GeneDX
Holdings Corp.
|
|
|
Item 1(b). |
Address of Issuer's Principal Executive Offices: |
|
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333
Ludlow Street, North Tower, 8th Floor
Stamford, Connecticut 06902
|
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Item 2(a). |
Name of Person Filing: |
|
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|
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt V, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and Deerfield Private
Design Fund V, L.P.
|
|
|
Item 2(b). |
Address of Principal Business Office, or if None, Residence: |
|
|
|
James
E. Flynn, Deerfield Mgmt, L.P., Deerfield Mgmt V, L.P., Deerfield Management Company, L.P., Deerfield Partners, L.P. and Deerfield Private
Design Fund V, L.P., 345 Park Avenue South, 12th Floor, New York, NY 10010
|
|
|
Item 2(c). |
Citizenship: |
|
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|
Deerfield Mgmt, L.P., Deerfield Mgmt V, L.P., Deerfield
Management Company, L.P., Deerfield Partners, L.P. and Deerfield Private Design Fund V, L.P. - Delaware limited partnerships;
James E. Flynn – United States citizen
|
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|
Item 2(d). |
Title of Class of Securities: |
|
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|
Class A Common Stock
|
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|
Item 2(e). |
CUSIP Number: |
|
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|
81663L101
|
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|
Item 3. |
If This Statement is Filed Pursuant to
Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a) |
☐ |
Broker or dealer registered under Section 15 of the
Exchange Act.
|
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(b) |
☐ |
Bank as defined in Section 3(a)(6) of the Exchange Act. |
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(c) |
☐ |
Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
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(d) |
☐ |
Investment company registered under Section 8 of the
Investment Company Act.
|
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(e) |
☐ |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
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(f) |
☐ |
An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
|
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|
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(g) |
☐ |
A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
|
|
|
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(h) |
☐ |
A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
|
CUSIP No. |
81663L101 |
13G |
Page 9 of 11 |
|
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|
(i) |
☐ |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act;
|
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(j) |
☐ |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
|
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|
(k) |
☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4. |
Ownership. |
|
|
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
|
|
|
(a) |
Amount beneficially owned**: |
|
|
|
|
|
|
Deerfield Mgmt, L.P. - 35,969,492 shares
Deerfield Mgmt V, L.P. – 21,222,609 shares
Deerfield Management Company, L.P. - 57,192,101
shares
Deerfield Partners, L.P. - 35,969,492 shares
Deerfield Private Design Fund V, L.P. – 21,222,609 shares
James E. Flynn –
57,192,101 shares
|
|
|
|
|
(b) |
Percent of class**: |
|
|
|
|
|
|
Deerfield Mgmt, L.P. – 4.57%
Deerfield Mgmt V, L.P. – 2.69%
Deerfield Management Company, L.P. – 7.26%
Deerfield Partners,
L.P. - 4.57%
Deerfield Private Design Fund V, L.P. – 2.69%
James E. Flynn – 7.26%
|
|
|
|
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(c) |
Number of shares as to which such person has**: |
|
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|
|
|
|
(i) |
Sole power to vote or to direct the vote: |
All Reporting Persons - 0 |
|
|
|
|
|
(ii) |
Shared power to vote or to direct the vote: |
Deerfield Mgmt, L.P. - 35,969,492
Deerfield Mgmt V, L.P. – 21,222,609
Deerfield Management Company, L.P. - 57,192,101
Deerfield
Partners, L.P. - 35,969,492
Deerfield Private Design Fund V, L.P. – 21,222,609
James E. Flynn – 57,192,101
|
|
|
|
|
|
(iii) |
Sole power to dispose or to direct the disposition of:
|
All Reporting Persons - 0 |
|
|
|
|
|
(iv) |
Shared power to dispose or to direct the disposition
of:
|
Deerfield Mgmt, L.P. - 35,969,492
Deerfield Mgmt V, L.P. – 21,222,609
Deerfield Management Company, L.P. - 57,192,101
Deerfield
Partners, L.P. - 35,969,492
Deerfield Private Design Fund V, L.P. – 21,222,609
James E. Flynn – 57,192,101 |
**See footnotes on cover pages which are incorporated by reference
herein.
CUSIP No. |
81663L101 |
13G |
Page 10 of 11 |
Item 5. |
Ownership of Five Percent or Less of a Class.
|
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|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities check the following ☐.
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Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person.
|
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If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person
should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
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N/A |
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Item 7. |
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
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|
If a parent holding company or Control person
has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
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N/A |
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Item 8. |
Identification and Classification of Members of the Group. |
|
|
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
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|
See Exhibit B |
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Item 9. |
Notice of Dissolution of Group. |
|
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Notice of dissolution of
a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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N/A |
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Item 10. |
Certifications. |
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"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."
|
CUSIP No. |
81663L101 |
13G |
Page 11 of 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.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT V, L.P.
By: J.E. Flynn Capital V, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND V, L.P.
By: Deerfield Mgmt V, L.P., General Partner
By: J.E. Flynn Capital V, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Date: February 1, 2023
Exhibit List
Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement.
Exhibit C. Power of Attorney (1).
(1) Power of Attorney previously filed as Exhibit 24 to a Form 4 with
regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners,
L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.
Exhibit A
Joint Filing Agreement
The undersigned agree that this Schedule 13G, and all amendments thereto,
relating to the Common Stock of Sema4 Holdings Corp. shall be filed on behalf of the undersigned.
DEERFIELD MGMT, L.P.
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MANAGEMENT COMPANY, L.P.
By: Flynn Management LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD MGMT V, L.P.
By: J.E. Flynn Capital V, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PARTNERS, L.P.
By: Deerfield Mgmt, L.P., General Partner
By: J.E. Flynn Capital, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
DEERFIELD PRIVATE DESIGN FUND V, L.P.
By: Deerfield Mgmt V, L.P., General Partner
By: J.E. Flynn Capital V, LLC, General Partner
By: /s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
JAMES E. FLYNN
/s/ Jonathan Isler
Jonathan Isler, Attorney-In-Fact
Exhibit B
Due to the relationships between them, the reporting
persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934.