144: Filer Information

Filer CIK

0001535472

Filer CCC

XXXXXXXX

Is this a LIVE or TEST Filing?

LIVE

TEST

Submission Contact Information

Name

Phone

E-Mail Address

144: Issuer Information

Name of Issuer

GeneDx Holdings Corp.

SEC File Number

001-39482

Address of Issuer

333 Ludlow Street, North Tower,
6th Floor
Stamford
CONNECTICUT
06902

Phone

800-298-6470

Name of Person for Whose Account the Securities are To Be Sold

Corvex Management LP on behalf of Corvex Master Fund LP and Corvex Select Equity Master Fund(1)

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Affiliate

144: Securities Information

Title of the Class of Securities To Be Sold

Name and Address of the Broker

Number of Shares or Other Units To Be Sold

Aggregate Market Value

Number of Shares or Other Units Outstanding

Approximate Date of Sale

Name the Securities Exchange

Class A common stock, $0.0001 par value per share(2)

Goldman Sachs & Co. LLC
200 West Street
New York � NY � 10282

833742

1075527.00

25884279

11/15/2023

Nasdaq Global Select

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class

Date you Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

Is this a Gift?

Date Donor Acquired

Amount of Securities Acquired

Date of Payment

Nature of Payment *

Class A common stock, $0.0001 par value per share

07/22/2021

Purchase from Issuer(3)

GeneDx Holdings Corp.

21324

07/22/2021

cash

Class A common stock, $0.0001 par value per share

04/29/2022

Purchase from Issuer(3)

GeneDx Holdings Corp.

221818

04/29/2022

cash

Class A common stock, $0.0001 par value per share

02/01/2023

Purchase from Issuer(3)

GeneDx Holdings Corp.

590600

02/01/2023

cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

1. Corvex Management LP is deemed to be the beneficial owner of the shares of Class A common stock ("Common Stock") of GeneDx Holdings Corp. (the "Issuer") held by Corvex Master Fund LP and Corvex Select Equity Master Fund. 2. Includes 590,600 shares of Common Stock held by Corvex Master Fund LP and 243,142 shares of Common Stock held by Corvex Select Equity Master Fund LP. 3. Share amounts have been adjusted to reflect the impact of a 1-for-33 reverse stock split of the Issuer's Common Stock that became effective on May 4, 2023.

Date of Notice

11/15/2023

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

/s/ Patrick Dooley, authorized signatory of Corvex Management LP

144: Filer Information

Submission Contact Information

144: Issuer Information

144: Securities Information

144: Securities To Be Sold

144: Securities Sold During The Past 3 Months

144: Remarks and Signature

ATTENTION:

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC Form 144 filed by Sema4 Holdings Corp.