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SEC FORM 4 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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checkbox unchecked 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*
Casdin Capital, LLC
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS
SUITE 2600
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
checkbox checked Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 08/01/2024 J(1) 413,655 A $32.25 3,507,164 D(2)
Class A Common Stock 3,142 D(3)
Class A Common Stock 19,247 I See footnote(4)
Class A Common Stock 333,144 I See footnote(5)
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
1. Name and Address of Reporting Person*
Casdin Capital, LLC
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS
SUITE 2600
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Partners Master Fund, L.P.
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS
SUITE 2600
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Partners GP, LLC
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS
SUITE 2600
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Casdin Eli
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS
SUITE 2600
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Explanation of Responses:
1. Represents a cross-trade, pursuant to which Casdin Partners FO1-MSV, LP ("Casdin FO1") transferred 413,655 shares of Class A Common Stock to Casdin Partners Master Fund, L.P. (the "Master Fund"). No reporting person has any pecuniary interest in Casdin FO1.
2. The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.
3. The securities are owned directly by Eli Casdin.
4. The securities are owned directly by the GP and may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of the GP.
5. The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes Eli Casdin, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to the common stock held by CMLS Holdings.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member 08/05/2024
Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member 08/05/2024
Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member, /s/ Eli Casdin, Eli Casdin 08/05/2024
/s/ Eli Casdin, Eli Casdin 08/05/2024
** 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.