3//SEC Filing
Blackstone Holdings I L.P. 3
Accession 0000899243-21-034518
CIK 0001818331other
Filed
Aug 29, 8:00 PM ET
Accepted
Aug 30, 4:31 PM ET
Size
34.7 KB
Accession
0000899243-21-034518
Insider Transaction Report
Form 3
Holdings
- (indirect: See Footnotes)
Warrants to purchase Class A Common Stock (right to buy)
Exercise: $11.50From: 2021-09-05Exp: 2027-09-05→ Class A Common Stock (709,509 underlying) - (indirect: See Footnotes)
Earnout Rights
Exp: 2023-07-22→ Class A Common Stock (2,750,264 underlying) - 24,404,324(indirect: See Footnotes)
Class A Common Stock
- 505,095(indirect: See Footnotes)
Class A Common Stock
- 100,000(indirect: See Footnotes)
Class A Common Stock
- (indirect: See Footnotes)
Earnout Rights
Exp: 2023-07-22→ Class A Common Stock (16,632 underlying) - 147,574(indirect: See Footnotes)
Class A Common Stock
- (indirect: See Footnotes)
Earnout Rights
Exp: 2023-07-22→ Class A Common Stock (56,922 underlying)
Footnotes (12)
- [F1]Reflects securities directly held by BTO Sema4 Holdings L.P. BTO Holdings Manager L.L.C. is the general partner of BTO Sema4 Holdings L.P. Blackstone Tactical Opportunities Associates L.L.C. is the managing member of BTO Holdings Manager L.L.C. BTOA L.L.C. is the sole member of Blackstone Tactical Opportunities Associates L.L.C.
- [F10]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.
- [F11]Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- [F12]Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- [F2]Reflects securities of the Issuer held directly by Blackstone Tactical Opportunities Fund - FD L.P. Blackstone Tactical Opportunities Associates III - NQ L.P. is the general partner of Blackstone Tactical Opportunities Fund - FD L.P. BTO DE GP - NQ L.L.C. is the general partner of Blackstone Tactical Opportunities Associates III - NQ L.P. Blackstone Holdings II L.P. is the managing member of BTO DE GP-NQ L.L.C.
- [F3]Reflects securities directly held by Blackstone Family Tactical Opportunistic Investment Partnership III ESC L.P. BTO Side-by-Side GP L.L.C. is the general partner of Blackstone Family Tactical Opportunistic Investment Partnership III ESC L.P.
- [F4]Reflects securities directly held by Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV. Blackstone Alternative Solutions L.L.C. is the investment manager of Blackstone Aqua Master Sub-Fund. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C.
- [F5]Blackstone Holdings III L.P. is the managing member of BTOA L.L.C. and the sole member of BTO Side-by-Side GP L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
- [F6]Blackstone Holdings I/II GP L.L.C. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P.
- [F7]Blackstone Inc. is the sole member of each of Blackstone Holdings I/II GP L.L.C. and Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- [F8]Reflects Earnout Rights acquired pursuant to the business combination (the "Business Combination") between the Issuer (which was formerly known as CM Life Sciences, Inc. or "CMLS") and Mount Sinai Genomics, Inc. d/b/a Sema4 ("Sema4"), pursuant to the terms of an Agreement and Plan of Merger, dated February 9, 2021, (as amended, the "Merger Agreement"). The transactions contemplated by the Merger Agreement closed on July 22, 2021.
- [F9]Pursuant to earnout provisions in the Merger Agreement, the Reporting Persons are entitled to receive shares of Class A Common Stock if, from the closing of the transaction until the second anniversary thereof, the volume-weighted average price of the Class A Common Stock equals or exceeds certain thresholds. Of these Earnout Rights, one-third will be issued if the volume-weighted average price of the Class A Common Stock equals or exceeds $13.00 for any 20 trading days within any 30 trading day period, one-third will be issued if the volume-weighted average price of the Class A Common Stock equals or exceeds $15.00 for any 20 trading days within any 30 trading day period, and one-third will be issued if the volume-weighted average price of the Class A Common Stock equals or exceeds $18.00 for any 20 trading days within any 30 trading day period, in each case, subject to adjustment as provided in the Merger Agreement.
Documents
Issuer
Sema4 Holdings Corp.
CIK 0001818331
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001464694
Filing Metadata
- Form type
- 3
- Filed
- Aug 29, 8:00 PM ET
- Accepted
- Aug 30, 4:31 PM ET
- Size
- 34.7 KB