Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 * Casdin Capital, LLC 2. Issuer Name and Ticker or Trading Symbol GeneDx Holdings Corp. [WGS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1350 AVENUE OF THE AMERICAS , SUITE 2600 3. Date of Earliest Transaction (Month/Day/Year) (Street) NEW YORK NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Casdin Capital, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019	X	X
Casdin Partners Master Fund, L.P. 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019	X	X
Casdin Partners GP, LLC 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019	X	X
Casdin Eli 1350 AVENUE OF THE AMERICAS SUITE 2600 NEW YORK, NY10019	X	X

Signatures

Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member	2024-08-05
**Signature of Reporting Person	Date
Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member	2024-08-05
**Signature of Reporting Person	Date
Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member, /s/ Eli Casdin, Eli Casdin	2024-08-05
**Signature of Reporting Person	Date
/s/ Eli Casdin, Eli Casdin	2024-08-05
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Represents a cross-trade, pursuant to which Casdin Partners FO1-MSV, LP ("Casdin FO1") transferred 413,655 shares of Class A Common Stock to Casdin Partners Master Fund, L.P. (the "Master Fund"). No reporting person has any pecuniary interest in Casdin FO1.
(2)	The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund ("Casdin"), (ii) Casdin Partners GP, LLC, the general partner of the Master Fund (the "GP"), and (iii) Eli Casdin, the managing member of Casdin and the GP.
(3)	The securities are owned directly by Eli Casdin.
(4)	The securities are owned directly by the GP and may be deemed to be indirectly beneficially owned by Eli Casdin, the managing member of the GP.
(5)	The securities are owned directly by CMLS Holdings LLC ("CMLS Holdings"). The Board of Managers of CMLS Holdings includes Eli Casdin, who, as a member of the Board of Managers of CMLS Holdings, shares voting and investment discretion with respect to the common stock held by CMLS Holdings.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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