WGS

SEC source: 0000899243-23-003394 · doc4.xml · nonDerivative · entry 1

Meister Keith A. · CIK 0001307631 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 97,805,266

F1 · shares: On January 31, 2023, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, closed a registered direct offering with GeneDx Holdings Corp (the "Issuer") contemporaneously with the Issuer's underwritten offering at a price of $0.35.

F2 · ownership.nature: Investment funds advised by Corvex Management LP are the record holders of 86,811,516 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex Management LP.

F3 · ownership.nature: CMLS Holdings LLC ("CMLS Holdings") is the record holder of 10,993,750 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held of by CMLS Holdings Stock reported herein.

F4 · ownership.nature: For the purposes of this filing, Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

SEC source: 0001209191-23-007060 · doc4.xml · nonDerivative · entry 3

RUCH JOSHUA · CIK 0000943431 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By VAAL Investment Partners Q9 LP

Disclosed balance after: 4,926,334

F1 · ownership.nature: Mr. Ruch is (i) a managing member of the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"), (ii) a managing member of RUGU2 LLC ("RUGU2") and (iii) a managing member of Kariba LLC ("Kariba"). As such, Mr. Ruch exercises voting and investment power with respect to the shares owned by Q9, RUGU2 and Kariba. Mr. Ruch disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

SEC source: 0001209191-23-007060 · doc4.xml · nonDerivative · entry 2

RUCH JOSHUA · CIK 0000943431 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By RUGU2 LLC

Disclosed balance after: 994,534

F1 · ownership.nature: Mr. Ruch is (i) a managing member of the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"), (ii) a managing member of RUGU2 LLC ("RUGU2") and (iii) a managing member of Kariba LLC ("Kariba"). As such, Mr. Ruch exercises voting and investment power with respect to the shares owned by Q9, RUGU2 and Kariba. Mr. Ruch disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

SEC source: 0001209191-23-007060 · doc4.xml · nonDerivative · entry 1

RUCH JOSHUA · CIK 0000943431 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Kariba LLC

Disclosed balance after: 489,846

F1 · ownership.nature: Mr. Ruch is (i) a managing member of the managing member of the general partner of Vaal Investment Partners Q9 LP ("Q9"), (ii) a managing member of RUGU2 LLC ("RUGU2") and (iii) a managing member of Kariba LLC ("Kariba"). As such, Mr. Ruch exercises voting and investment power with respect to the shares owned by Q9, RUGU2 and Kariba. Mr. Ruch disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

SEC source: 0001209191-23-005236 · doc4.xml · nonDerivative · entry 2

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,204

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3578 to $0.3616, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

SEC source: 0001209191-23-005821 · doc4.xml · nonDerivative · entry 1

OPKO HEALTH, INC. · CIK 0000944809 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 94,285,714

SEC source: 0001209191-23-005236 · doc4.xml · derivative · entry 3

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,039

Underlying: Class A Common Stock · 4,503 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F4 · derivative.exercise_date: 6.25% vest in quarterly installments over the four-year period commencing on July 25, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F4 · derivative.expiration_date: 6.25% vest in quarterly installments over the four-year period commencing on July 25, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-23-005236 · doc4.xml · nonDerivative · entry 1

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,445

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-23-004477 · doc4.xml · nonDerivative · entry 2

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 113,487

F2 · kind: The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

SEC source: 0001209191-23-004477 · doc4.xml · derivative · entry 3

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 144,116

Underlying: Class A Common Stock · 18,014 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: 3/16th of the total shares vested on October 25, 2021, 1/16th of the total shares vested on January 25, 2022, and thereafter will vest as to 1/16th of the total shares underlying the award in quarterly installments until fully vested on January 19, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F3 · derivative.expiration_date: 3/16th of the total shares vested on October 25, 2021, 1/16th of the total shares vested on January 25, 2022, and thereafter will vest as to 1/16th of the total shares underlying the award in quarterly installments until fully vested on January 19, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-23-004477 · doc4.xml · nonDerivative · entry 1

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 119,779

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-23-002123 · doc4.xml · nonDerivative · entry 1

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,942

F1 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2582 to $0.2627, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

SEC source: 0001209191-23-002122 · doc4.xml · nonDerivative · entry 1

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,765

F1 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2593 to $0.2627, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

SEC source: 0001209191-23-001445 · doc4.xml · derivative · entry 2

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,864

Underlying: Class A Common Stock · 3,276 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F2 · derivative.expiration_date: 6.25% vest in quarterly installments over the 4-year period commencing on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-23-001445 · doc4.xml · nonDerivative · entry 1

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,572

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

SEC source: 0001209191-23-001448 · doc4.xml · derivative · entry 2

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 126,076

Underlying: Class A Common Stock · 9,005 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date

F2 · derivative.expiration_date: 6.25% vest in quarterly installments over the 4-year period on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date

SEC source: 0001209191-23-001448 · doc4.xml · nonDerivative · entry 1

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,935

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-23-001437 · doc4.xml · derivative · entry 3

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 247,525 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: 100% of the RSUs vested as of December 31, 2022, subject to the Reporting Person's continued service to the Issuer on such earlier date, or upon a termination of the Reporting Person's service as Executive Chairman of the Board under certain circumstances.

F3 · derivative.expiration_date: 100% of the RSUs vested as of December 31, 2022, subject to the Reporting Person's continued service to the Issuer on such earlier date, or upon a termination of the Reporting Person's service as Executive Chairman of the Board under certain circumstances.

SEC source: 0001209191-23-001437 · doc4.xml · nonDerivative · entry 2

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 189,626

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

SEC source: 0001209191-23-001437 · doc4.xml · nonDerivative · entry 1

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 263,358

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-22-061183 · doc4.xml · derivative · entry 1

Feeley Kevin · CIK 0001944119 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,300,000

Underlying: Class A Common Stock · 1,300,000 shares

Expires 2026-12-09

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on December 9, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-061187 · doc4.xml · derivative · entry 1

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,000,000

Underlying: Class A Common Stock · 1,000,000 shares

Expires 2026-12-09

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on December 9, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-061184 · doc4.xml · derivative · entry 1

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,500,000

Underlying: Class A Common Stock · 1,500,000 shares

Expires 2026-12-09

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on December 9, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-061185 · doc4.xml · derivative · entry 1

Stueland Katherine · CIK 0001689575 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,456,536

Underlying: Class A Common Stock · 3,456,536 shares

Expires 2026-12-09

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on December 9, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-061182 · doc4.xml · derivative · entry 1

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 718,753

Underlying: Class A Common Stock · 718,753 shares

Expires 2026-12-09

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F2 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on December 9, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-059830 · doc4.xml · nonDerivative · entry 2

Feeley Kevin · CIK 0001944119 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,209

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

SEC source: 0001209191-22-059830 · doc4.xml · derivative · entry 3

Feeley Kevin · CIK 0001944119 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 355,113

Underlying: Class A Common Stock · 23,674 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: 6.25% vested in quarterly installments over the 4-year period commencing on December 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date

F3 · derivative.expiration_date: 6.25% vested in quarterly installments over the 4-year period commencing on December 1, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date

SEC source: 0001209191-22-059830 · doc4.xml · nonDerivative · entry 1

Feeley Kevin · CIK 0001944119 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,674

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001213900-22-077701 · ownership.xml · derivative · entry 2

Meister Keith A. · CIK 0001307631 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 6,789,360

Underlying: Common Stock · 6,789,360 shares

Expires not disclosed

F4 · security: On December 1, 2022, contemporaneously with the disposition reported in Table I, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Total Return Swaps") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which includes a notional interest in 6,789,360 shares of Class A Common Stock (the "Notional Securities") for a price of $0.399 a share (the "Reference Price").

F5 · security: Under the terms of the Total Return Swaps (i) the counterparty will be obligated to pay in cash to the Corvex Funds any positive price performance in the Notional Securities from the Reference Price with respect to the Notional Securities as of the termination of the Total Return Swaps and (ii) the Corvex Funds will be obligated to pay in cash to the counterparty any negative price performance in the Notional Securities from the Reference Price as of the termination of the Total Return Swaps, in each case as part of the overall cash payment to be made under the Total Return Swaps taking into account the other securities reflected in the basket. All balances will be exclusively cash settled at the termination of the Total Return Swap. The Total Return Swaps have a maximum term of three years.

F4 · derivative.exercise_price: On December 1, 2022, contemporaneously with the disposition reported in Table I, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Total Return Swaps") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which includes a notional interest in 6,789,360 shares of Class A Common Stock (the "Notional Securities") for a price of $0.399 a share (the "Reference Price").

F5 · derivative.exercise_price: Under the terms of the Total Return Swaps (i) the counterparty will be obligated to pay in cash to the Corvex Funds any positive price performance in the Notional Securities from the Reference Price with respect to the Notional Securities as of the termination of the Total Return Swaps and (ii) the Corvex Funds will be obligated to pay in cash to the counterparty any negative price performance in the Notional Securities from the Reference Price as of the termination of the Total Return Swaps, in each case as part of the overall cash payment to be made under the Total Return Swaps taking into account the other securities reflected in the basket. All balances will be exclusively cash settled at the termination of the Total Return Swap. The Total Return Swaps have a maximum term of three years.

F4 · derivative.exercise_date: On December 1, 2022, contemporaneously with the disposition reported in Table I, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Total Return Swaps") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which includes a notional interest in 6,789,360 shares of Class A Common Stock (the "Notional Securities") for a price of $0.399 a share (the "Reference Price").

F5 · derivative.exercise_date: Under the terms of the Total Return Swaps (i) the counterparty will be obligated to pay in cash to the Corvex Funds any positive price performance in the Notional Securities from the Reference Price with respect to the Notional Securities as of the termination of the Total Return Swaps and (ii) the Corvex Funds will be obligated to pay in cash to the counterparty any negative price performance in the Notional Securities from the Reference Price as of the termination of the Total Return Swaps, in each case as part of the overall cash payment to be made under the Total Return Swaps taking into account the other securities reflected in the basket. All balances will be exclusively cash settled at the termination of the Total Return Swap. The Total Return Swaps have a maximum term of three years.

F4 · derivative.expiration_date: On December 1, 2022, contemporaneously with the disposition reported in Table I, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Total Return Swaps") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which includes a notional interest in 6,789,360 shares of Class A Common Stock (the "Notional Securities") for a price of $0.399 a share (the "Reference Price").

F5 · derivative.expiration_date: Under the terms of the Total Return Swaps (i) the counterparty will be obligated to pay in cash to the Corvex Funds any positive price performance in the Notional Securities from the Reference Price with respect to the Notional Securities as of the termination of the Total Return Swaps and (ii) the Corvex Funds will be obligated to pay in cash to the counterparty any negative price performance in the Notional Securities from the Reference Price as of the termination of the Total Return Swaps, in each case as part of the overall cash payment to be made under the Total Return Swaps taking into account the other securities reflected in the basket. All balances will be exclusively cash settled at the termination of the Total Return Swap. The Total Return Swaps have a maximum term of three years.

F4 · ownership.nature: On December 1, 2022, contemporaneously with the disposition reported in Table I, investment funds advised by Corvex Management LP (the "Corvex Funds"), the general partner of which is controlled by Mr. Meister, entered into cash-settled swaps (the "Total Return Swaps") with a counterparty under which the Corvex Funds acquired the economic long-side exposure to a basket of securities which includes a notional interest in 6,789,360 shares of Class A Common Stock (the "Notional Securities") for a price of $0.399 a share (the "Reference Price").

F5 · ownership.nature: Under the terms of the Total Return Swaps (i) the counterparty will be obligated to pay in cash to the Corvex Funds any positive price performance in the Notional Securities from the Reference Price with respect to the Notional Securities as of the termination of the Total Return Swaps and (ii) the Corvex Funds will be obligated to pay in cash to the counterparty any negative price performance in the Notional Securities from the Reference Price as of the termination of the Total Return Swaps, in each case as part of the overall cash payment to be made under the Total Return Swaps taking into account the other securities reflected in the basket. All balances will be exclusively cash settled at the termination of the Total Return Swap. The Total Return Swaps have a maximum term of three years.

F6 · ownership.nature: The Total Return Swaps do not give the Corvex Funds, direct or indirect voting, investment, or dispositive control over any securities of the Company, do not provide for the Corvex Funds to have any power to acquire any shares of Class A Common Stock from the counterparty, and do not require the counterparty to acquire, hold, vote or dispose of any securities of the Company. The Total Return Swaps, but not the Notional Securities, are owned by the Corvex Funds. Mr. Meister disclaims beneficial ownership of all Notional Securities underlying the Total Return Swaps reported as indirectly owned except to the extent of his pecuniary interest therein.

SEC source: 0001213900-22-077701 · ownership.xml · nonDerivative · entry 1

Meister Keith A. · CIK 0001307631 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 20,141,890

F1 · ownership.nature: Investment funds advised by Corvex Management LP are the record holders of 9,148,140 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister may be deemed to indirectly beneficially own these shares by virtue of Mr. Meister's control of the general partner of Corvex Management LP.

F2 · ownership.nature: CMLS Holdings LLC ("CMLS Holdings") is the record holder of 10,993,750 shares of the Class A common stock, par value $0.0001 per share ("Class A Common Stock") reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held of record by CMLS Holdings Stock reported herein. Mr. Meister is one of two members of the Board of Managers of CMLS Holdings, and Mr. Meister shares voting and investment discretion with respect to the securities held of record by CMLS Holdings.

F3 · ownership.nature: For the purposes of this filing, Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

SEC source: 0001209191-22-058889 · doc4.xml · nonDerivative · entry 1

Stueland Katherine · CIK 0001689575 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,185

SEC source: 0001209191-22-054742 · doc4.xml · nonDerivative · entry 2

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,296

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.00 to $1.02, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

SEC source: 0001209191-22-054742 · doc4.xml · derivative · entry 3

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,542

Underlying: Class A Common Stock · 4,503 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F4 · derivative.exercise_date: 6.25% vest in quarterly installments over the four-year period commencing on July 25, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F4 · derivative.expiration_date: 6.25% vest in quarterly installments over the four-year period commencing on July 25, 2021 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-054742 · doc4.xml · nonDerivative · entry 1

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,290

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-22-054258 · doc4.xml · nonDerivative · entry 2

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,930

F2 · kind: The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.89 to $0.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

SEC source: 0001209191-22-054258 · doc4.xml · derivative · entry 3

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 162,130

Underlying: Class A Common Stock · 18,014 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F4 · derivative.exercise_date: 3/16th of the total shares vested on October 25, 2021, 1/16th of the total shares vested on January 25, 2022, and thereafter will vest as to 1/16th of the total shares underlying the award in quarterly installments until fully vested on January 19, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F4 · derivative.expiration_date: 3/16th of the total shares vested on October 25, 2021, 1/16th of the total shares vested on January 25, 2022, and thereafter will vest as to 1/16th of the total shares underlying the award in quarterly installments until fully vested on January 19, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-054258 · doc4.xml · nonDerivative · entry 1

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,342

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

SEC source: 0001209191-22-054000 · doc4.xml · nonDerivative · entry 2

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,833

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

SEC source: 0001209191-22-053999 · doc4.xml · derivative · entry 2

RUCH JOSHUA · CIK 0000943431 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,558

Underlying: Class A Common Stock · 4,278 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs will vest in equal annual installments over the three-year period following the grant date of October 15, 2021, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

F2 · derivative.expiration_date: The RSUs will vest in equal annual installments over the three-year period following the grant date of October 15, 2021, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

SEC source: 0001209191-22-053999 · doc4.xml · nonDerivative · entry 1

RUCH JOSHUA · CIK 0000943431 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,114

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-22-054001 · doc4.xml · derivative · entry 2

Pellini Michael J · CIK 0001402017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,558

Underlying: Class A Common Stock · 4,278 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_date: The RSUs will vest in equal annual installments over the three-year period following the grant date of October 15, 2021, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

F2 · derivative.expiration_date: The RSUs will vest in equal annual installments over the three-year period following the grant date of October 15, 2021, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

SEC source: 0001209191-22-054001 · doc4.xml · nonDerivative · entry 1

Pellini Michael J · CIK 0001402017 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,114

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-22-054000 · doc4.xml · derivative · entry 3

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,558

Underlying: Class A Common Stock · 4,278 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 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.

F3 · derivative.exercise_date: The RSUs will vest in equal annual installments over the three-year period following the grant date of October 15, 2021, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

F3 · derivative.expiration_date: The RSUs will vest in equal annual installments over the three-year period following the grant date of October 15, 2021, subject to the Reporting Person continuing to provide services to the Issuer through each vesting date.

SEC source: 0001209191-22-054000 · doc4.xml · nonDerivative · entry 1

Ryan Jason · CIK 0001585017 · Director · Executive Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,114

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: 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.

SEC source: 0001209191-22-052572 · doc4.xml · nonDerivative · entry 2

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 83,328

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.8605 to $1.1143, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

SEC source: 0001209191-22-052571 · doc4.xml · nonDerivative · entry 2

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,787

F2 · kind: The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

F3 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.8605 to $1.1143, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

SEC source: 0001209191-22-052572 · doc4.xml · derivative · entry 3

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,081

Underlying: Class A Common Stock · 9,005 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F4 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F4 · derivative.expiration_date: 6.25% vest in quarterly installments over the 4-year period commencing on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-052572 · doc4.xml · nonDerivative · entry 1

Saad Kareem · CIK 0001873805 · Chief Transformation Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 85,997

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

SEC source: 0001209191-22-052571 · doc4.xml · derivative · entry 3

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 49,140

Underlying: Class A Common Stock · 3,276 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

F4 · derivative.exercise_date: 6.25% vest in quarterly installments over the 4-year period commencing on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

F4 · derivative.expiration_date: 6.25% vest in quarterly installments over the 4-year period commencing on April 4, 2022 until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

SEC source: 0001209191-22-052571 · doc4.xml · nonDerivative · entry 1

White Karen Ann · CIK 0001874118 · Chief People Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,216

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.