Statement of Changes in Beneficial Ownership (4)
September 08 2022 - 4:47PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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BOTHA ROELOF |
2. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co.
[
ME
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 23ANDME HOLDING CO., 349 OYSTER POINT BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/6/2022 |
(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 9/6/2022 | | A | | 14633 (1) | A | $0.00 | 107310 | D | |
Class A Common Stock | 9/6/2022 | | A | | 3251 (2) | A | $3.08 (3) | 110561 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Restricted stock units, or RSUs, issued pursuant to the 23andMe Holding Co. Amended and Restated Outside Director Compensation Policy (the "Director Compensation Policy"), all of which vest on the earlier of (a) the first anniversary of the grant date or (b) the date of the issuer's 2023 annual meeting of stockholders. Each RSU represents the contingent right to receive one share of Class A common stock of the issuer. |
(2) | RSUs issued to the reporting person in lieu of cash retainer fees, at the election of the reporting person (the "RSU Election"), pursuant to the Director Compensation Policy and the 23andMe Holding Co. RSU Conversion and Deferral Program For Directors (the "Conversion and Deferral Program"). Each RSU represents the contingent right to receive one share of Class A common stock of the issuer and is fully vested. |
(3) | Under the the Conversion and Deferral Program, the number of shares issued in lieu of cash retainer fees is determined by dividing the dollar amount of the cash retainer fees subject to the RSU Election by the trailing average closing price of a share of Class A common stock of the issuer on the Nasdaq Global Select Market for the 90 days preceding the date of issuance, with any fractional share rounded down to the nearest whole share. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BOTHA ROELOF C/O 23ANDME HOLDING CO. 349 OYSTER POINT BLVD SOUTH SAN FRANCISCO, CA 94080 | X | X |
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Signatures
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/s/ Roelof Botha, by Kathy Hibbs, attorney-in-fact | | 9/8/2022 |
**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 control number. |
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