Item 5. Interest in Securities of the Issuer
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a) and (b) Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes that there were 242,578,824 shares of
Class A Common Stock outstanding as of December 31, 2021, as disclosed by the Issuer in the Subscription Agreement to the Reporting Persons, and takes into account shares of Class A Common Stock underlying warrants beneficially owned
by the Reporting Persons, as applicable.
The aggregate number and percentage of the Class A Common Stock beneficially owned by each Reporting Person
and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to
direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
None of the shares of Class A Common Stock subscribed for pursuant to the Subscription Agreement are included in the beneficial ownership of the
Reporting Persons on the cover pages of this Amendment No. 1 or in this Item 5. Furthermore, none of the shares of Class A Common Stock underlying Earnout Rights are included in the beneficial ownership of the Reporting Persons because
none of the related thresholds have been satisfied.
As of the date hereof,
(i) BTO Sema4 Holdings L.P. directly holds 24,404,324 shares of Class A Common Stock and Earnout Rights with respect to up to 2,750,264 shares of
Class A Common Stock;
(ii) Blackstone Tactical Opportunities Fund – FD L.P. directly holds 505,095 shares of Class A Common Stock and
Earnout Rights with respect to up to 56,922 shares of Class A Common Stock;
(iii) Blackstone Family Tactical Opportunities Investment Partnership
III ESC L.P. directly holds 147,574 shares of Class A Common Stock and Earnout Rights with respect to up to 16,632 shares of Class A Common Stock; and
(iv) Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master
Fund ICAV, directly holds 100,000 shares of Class A Common Stock and warrants to purchase 709,509 shares of Class A Common Stock which are exercisable within 60 days. Each warrant is exercisable to purchase one share of Class A Common
Stock at a price of $11.50 per share, subject to adjustment, and became exercisable September 3, 2021.
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.
BTO Side-by-Side GP L.L.C. is the general partner of Blackstone Family
Tactical Opportunities Investment Partnership III ESC L.P. Blackstone Holdings III L.P. is the sole member of BTO Side-by-Side GP L.L.C. and the managing member of BTOA
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.
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.
Blackstone Alternative Solutions L.L.C. is the investment manager of Blackstone Aqua Master Sub-Fund, a sub-fund of Blackstone Global Master Fund ICAV. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone
Holdings I L.P.
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