Rachel E. Sherman - Dec 9, 2021 Form 4 Insider Report for Sema4 Holdings Corp. (WGS)

Role
Director
Signature
/s/ Daniel Clark Attorney-in-Fact
Stock symbol
WGS
Transactions as of
Dec 9, 2021
Transactions value $
$0
Form type
4
Date filed
12/13/2021, 06:12 PM
Previous filing
Oct 19, 2021
Next filing
May 12, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction WGS Restricted Stock Unit Award $0 +31.7K $0.00 31.7K Dec 9, 2021 Class A Common Stock 31.7K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 [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.
F3 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 11,872 of the RSUs, and will be satisfied with respect to the remainder of the RSUs over 10 quarterly periods, subject to the Reporting Person's continued service to the Issuer on each service-based vesting date.