CMLFU CM Life Sciences Inc

SCHEDULE 13D

This Amendment No. 2 (the “Amendment”) supplements the information set forth in the Schedule 13D (the “Schedule 13D”) filed with the United States Securities and Exchange Commission (the “SEC”) on August 2, 2021, as amended as of January 19, 2022, by CMLS Holdings LLC, Keith Meister, Eli Casdin and the other Reporting Persons named therein, relating to the shares of common stock, par value $0.0001 per share (“Common Stock”), of Sema4 Holdings Corp. (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Item 3 to the Schedule 13D is supplementally amended as follows, and Item 5 to the Schedule 13D is amended and restated as follows.

Item 3 Source and Amount of Funds or Other Consideration

On April 29, 2022, Casdin Partners Master Fund, LP, an investment fund advised by Casdin Capital, LLC, of which Mr. Casdin is the managing member, acquired 11,437,500 shares of Common Stock for an aggregate purchase price of $45,750,000, funded by cash on hand. On April 29, 2022, investment funds advised by Corvex Management LP, the general partner of which is controlled by Mr. Meister, acquired 11,437,500 shares of Common Stock for an aggregate purchase price of $45,750,000, funded by cash on hand.

Such 22,875,000 shares were acquired in connection with the consummation of the Issuer’s acquisition of GeneDx, Inc. pursuant to the previously disclosed subscription agreements (collectively, the “Subscription Agreements”) entered into between the Issuer and Casdin Partners Master Fund, LP and between the Issuer and Corvex Management LP, as investment advisor to the investment funds advised by Corvex Management LP, as of January 14, 2022.

Item 5 Interest in the Securities of the Issuer

The information set forth in the facing pages of this Schedule 13D with respect to the shared beneficial ownership of Common Stock by the Reporting Persons is incorporated by reference into this Item 5.

The information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.

(a) The aggregate number of shares of Common Stock and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below.

References to percentage ownerships of shares of Common Stock in this Statement are based upon 377,249,186 shares of Common Stock outstanding as of April 29, 2022, as provided by the Issuer. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

(b) Eli Casdin has shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of the 34,167,919 shares of Common Stock reported in (a) above. Keith Meister has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 15,937,500 shares of Common Stock reported in (a) above and shared power to vote or direct the vote and shared power to dispose or to direct the disposition of 17,730,419 shares of Common Stock reported in (a) above.

Except with respect to the 22,875,000 shares of Common Stock acquired as of April 29, 2022 in connection with the Subscription Agreements, the Reporting Persons have not effected any transactions in the Issuer’s Common Stock during the past 60 days.

No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

As of April 29, 2022, each of CMLS Holdings LLC, C-LSH LLC and M-LSH LLC ceased to be the beneficial owner of more than 5% of Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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