- What is the purpose of the Notice?
The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement of the Action. The Notice informs Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation for the Settlement proceeds, and Plaintiffs’ Counsel’s Fee Application, including Plaintiffs’ application for a service award (the “Settlement Hearing”). Please see the Notice for details about the Settlement Hearing, including the date and time of the hearing.
Class Members have the right to know about their options before the Court rules on the proposed Settlement. Additionally, Class Members have the right to understand how the Action and the proposed Settlement may generally affect their legal rights.
Please Note: The Court may approve the proposed Settlement with such modifications as the Parties may agree to, if appropriate, without further notice to the Class.
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- What is this case about?
A brief background of this case is provided on pages 3-4 of the Notice. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.
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- How do I know if I am a Member of the Class?
The Class preliminarily certified by the Court solely for purposes of the Settlement consists of: All Persons who held shares of CMLS Class A common stock as of the Redemption Deadline through the closing of the Merger, directly or indirectly, either of record or beneficially, including their heirs, successors-in-interest, successors, transferees, and assigns but excluding the Excluded Persons. Excluded from the Class are: (i) CM Life Sciences Holdings, LLC, Eli D. Casdin, Keith A. Meister, Sean George, Emily Leproust, Nat Turner, Munib Islam, Brian Emes, Shaun Rodriguez, Corvex Management LP, and Casdin Capital, LLC, as well as the members of their immediate families, and any entity in which any of them has a controlling interest, and the legal representatives, heirs, successors, or assignees of any such excluded party; and (ii) any trusts, estates, entities, or accounts that held shares of CMLS Class A or Class B common stock for the benefit of any of the foregoing (together, the “Excluded Persons”). Please Note: The Class is a non- “opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.
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- Do I qualify to submit a claim? Do I qualify for a payment? Is my specific security/CUSIP/purchase eligible?
We are unable to advise regarding claim eligibility prior to receiving and processing a Proof of Claim submission. We cannot be more specific than the information which has been included in the Notice and cannot interpret how the Notice or Plan of Allocation may apply to a specific claim prior to processing.
Please read the Notice and Class definition carefully and decide whether or not you wish to submit a Proof of Claim. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Proof of Claim along with supporting documentation for your transactions.
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- Can I submit my Proof of Claim and Release via email?
Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. You must submit a Proof of Claim online under the "File Claim" tab of this website or mail it to the Settlement Administrator at the address below so that it is postmarked or received no later than December 12, 2024:
CMLS Stockholder Settlement
Settlement Administrator
c/o Gilardi & Co. LLC
P.O. Box 301133
Los Angeles, CA 90030-1133
Note that the online link may be disabled at any time after the filing deadline, and you will only be able to submit via mail to the address above.
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- What does the Settlement provide?
In consideration of the settlement of the Released Plaintiffs’ Claims (defined in the Notice) against Released Defendant Parties (defined in the Notice), Defendants will deposit or cause to be deposited the $21,000,000 Settlement Amount into an interest-bearing escrow account for the benefit of the Class.
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- How much will I get? Is this worth my time?
Your share of the Net Settlement Fund will depend on several things, including the total dollar amount of claims represented by the valid Proofs of Claim that Class Members submit, compared to the dollar amount of your claim, all as calculated under the Plan of Allocation discussed on pages 5-7 of the Notice.
To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim. A Proof of Claim may be downloaded from the Case Documents tab of this website. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail it to the Settlement Administrator at the address provided in the Proof of Claim or submit it online under the File Claim tab of this website so that it is postmarked or received no later than December 12, 2024.
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- When and where will the Court decide whether to approve the proposed Settlement?
The Settlement Hearing will be held on December 2, 2024, at 11:00 a.m., before the Honorable Paul A. Fioravanti, Jr., Vice Chancellor, at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. At the hearing, the Court will consider, among other things, whether to finally certify the Class for settlement purposes only, and whether the proposed Settlement should be approved as fair, reasonable, and adequate.
Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate remotely by phone or video, it is important that you monitor the Court’s docket or this website, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing, or updates regarding in-person or remote appearances at the hearing, will be posted to this website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing remotely by telephone or videoconference, the information needed to access the conference will be posted to this website.
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- Do I have to come to the hearing?
Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Settlement without attending the Settlement Hearing.
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- May I speak at the hearing?
If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or Plaintiffs’ Counsel’s Fee Application, including Plaintiffs’ application for a service award (assuming you timely file and serve a written objection as described in the Notice), you must also file a notice of appearance with the Register in Chancery and serve it on Plaintiffs’ Counsel and Defendants’ Counsel at the mailing and email addresses set forth in the Notice so that the notice is received on or before November 18, 2024. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.
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- How do I get my stock records? You must have my records since you contacted me.
We do not hold stock records here. Gilardi & Company, LLC is a third-party administrator appointed by the Court to notify potential claimants. We are provided with names and addresses of potential claimants in order to notify individuals of settlements but do not have access for your investment records. We recommend you contact the institution where you held your shares and request proof or supporting documentation for your claim.
I have multiple accounts. Do I need to submit multiple Proof of Claim forms? A claim should be submitted for each separate legal entity (e.g., a Claim Form of joint owners should not include separate transactions of just one of the joint owners, and an individual with transactions made solely in the individual’s name).
Conversely, a single Claim Form should be submitted on behalf of one legal entity including all transactions made by that entity on one Claim Form, no matter how many separate accounts that entity has (e.g., a corporation with multiple brokerage accounts should include all transactions made in all accounts on one Claim Form).
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- How do I submit a claim on behalf of a deceased beneficial purchaser/owner or their estate?
When filing on behalf of a deceased beneficial owner or their estate, you can submit a claim in the name of the individual, or, if an estate exists, you can submit on behalf of the estate. Note that any settlement proceeds will be made payable to the estate if that is how you submit that claim. The same rule applies for IRA's and other account types.
The claim submission should include a copy of the death certificate as well as proof of authority to file. As you are submitting a claim form as a representative on behalf of someone else (e.g. as an executor, administrator, trustee or other representative), you must document your authority to file on their (or their estate’s) behalf. Proof of authority can include a copy of the Last Will and Testament, Letters Testamentary, evidence of probate, proof of authority as executor or beneficiary and/or any other testamentary provisions of the deceased person. Do not send originals as any documents submitted with your claim will not be returned.
Depending on whether you submit on behalf of the individual on behalf of the estate, please provide the appropriate TIN or SSN. Then sign the claim form.
The claim must be submitted for the benefit of the actual beneficial owner/purchaser of the shares or their estate. Do not submit the claim in the name of the deceased person’s family or other heirs. We must issue the check to the actual beneficial owner/purchaser of the shares. We cannot issue any applicable check in the name of the deceased person’s family, beneficiaries or other heirs.
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- What should I provide as documentation to support my transactions?
Copies of stockbroker confirmation slips, stockbroker statements, or other documents evidencing (i) your holdings of CMLS Class A common stock as of the close of the market on July 19, 2021, (ii) your subsequent purchases and sales of CMLS Class A common stock through July 22, 2021 and purchases and sales of Sema4 Holdings Corp. common stock or GeneDx Holdings Corp. common stock, through February 6, 2023, and (iii) your holdings of CMLS Class A common stock held as of July 22, 2021 and holdings of Sema4 Holdings Corp. and GeneDX Holdings Corp. common stock as of the close of the market on February 6, 2023, should be attached to your claim. If any such documents are not in your possession, please obtain a copy or equivalent documents from your broker because these documents are necessary to prove and process your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.
Stock certificates are not considered a sufficient form of documentation as they do not provide the necessary trade date and transaction price information. We are also unable to accept handwritten documents, self-prepared tax forms or spreadsheets, or statements that are illegible due to document quality.
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- Can I send a late claim?
The Settlement Administrator does not have the authority to grant extensions beyond the deadline. You are welcome to submit a Proof of Claim at this time understanding that it will be considered late. If you desire, you may also include a brief letter explaining why your claim is late.
We will process all late claims received, and as much as possible, include that information with our recommendations to Counsel. We generally recommend that late claims which are otherwise valid and eligible be considered for distribution, but it will be up to the Court and/or Counsel to determine whether or not late claims will receive consideration in this matter.
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- How long does it take to process my claim?
Processing time on our cases can take an average of 9 to 12 months from the filing deadline. Once processing is complete, we must then wait for authorization from Counsel and/or the Court before we can distribute the funds which can take several additional months.
Please understand that this is an estimated timeframe for processing based on our experience which does not guarantee that all case processing will be completed within nine months. Processing time varies from case to case and some cases may take more or less based on the specifics of that case settlement.
If your claim has been received and we have any questions or need additional information or documentation to assist in the processing of your claim, we will contact you by using one or more of the contact methods (phone, e-mail, mail) which you listed on your claim form submission.
We will not have the final claim payout amount available until we have processed all of the claims, calculated the total loss of claims filed and received approval from the Court and/or Counsel.
We appreciate your patience as accurate claims processing takes time.
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- What happens if I do nothing?
If you do nothing, you will not receive any money from this Settlement. Please Note: The Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.
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