SEC Filing | 23andMe, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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^*

Chung Patrick S

(Last)

(First)

(Middle)

C/O 23ANDME HOLDING CO.

223 N. MATHILDA AVENUE

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/16/2021

3. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co. [ ME ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock, $0.0001 par value	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.0001 par value	1,141,824	⁽¹⁾	I	By Xfund⁽²⁾

Explanation of Responses:

1. Shares of Class B Common Stock, which are not registered under the Securities Exchange Act of 1934, as amended, are convertible into shares of Class A Common Stock on a share-for-share basis at any time at the option of the holder.

2. Includes 1,059,223 shares of Class B Common Stock held by Xfund 2, L.P. and 82,601 shares of Class B Common Stock held by Xfund 2A, L.P. (together with Xfund 2, L.P., "Xfund"). The reporting person may be deemed the beneficial owner of the 1,141,824 shares of Class B Common Stock because he serves as the Managing General Partner of Xfund.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Patrick Chung, by Kathy Hibbs, attorney-in-fact	06/25/2021
	** 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 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).
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 Number.

                                                                      Exhibit 24

                              23ANDME HOLDING CO.

                               POWER OF ATTORNEY

      Know all by these present, that I, the undersigned director and/or officer
of 23andMe Holding Co., a Delaware corporation (the "Company"), hereby
constitute and appoint Kathy Hibbs, Jacqueline Haggarty, and any assistant or
deputy counsel of the Company, and each of them, my true and lawful attorneys-
in-fact and agents, with full power to act, together or each without the other,
with full power of substitution and resubstitution, for me and in my name,
place, and stead, in any and all capacities:

      (i)   to execute and file for and on behalf of the undersigned any reports
            on Forms 3, 4, and 5 (including any amendments thereto and any
            successors to such Forms) with respect to ownership, acquisition, or
            disposition of securities of the Company that the undersigned may be
            required to file with the U.S. Securities and Exchange Commission
            (the "SEC") in accordance with Section 16(a) of the Securities
            Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
            promulgated thereunder;

      (ii)  to execute and file for and on behalf of the undersigned any
            voluntary filings under Section 16(a) of the Exchange Act;

      (iii) to request electronic filing codes from the SEC by filing the Form
            ID (including amendments thereto) and any other documents necessary
            or appropriate to obtain codes and passwords enabling the
            undersigned to file such reports electronically;

      (iv)  to prepare, file, and submit any documents or reports that may be
            required under SEC Rule 144 to permit the undersigned to sell
            Company common stock without registration under the Securities Act
            of 1933, as amended (the "Securities Act") in reliance on Rule 144
            as amended from time to time; or

      (v)   take any other action of any type whatsoever in connection with the
            foregoing which, in the opinion of such attorneys-in-fact, may be of
            benefit to, in the best interest of, or legally required by, the
            undersigned, it being understood that the documents executed by such
            attorneys-in-fact on behalf of the undersigned pursuant to this
            Power of Attorney shall be in such form and shall contain such terms
            and conditions as such attorneys-in-fact may approve in such
            attorney-in-fact's or attorneys-in-fact's discretion.

         The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16(a) of the Exchange Act or the Securities Act.  The Company will
use all reasonable efforts to apprise the undersigned of applicable filing
requirements for purposes of Section 16(a) of the Exchange Act or the Securities
Act.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney revokes and replaces any
prior Power of Attorney executed by the undersigned with respect to the
ownership, acquisition, or disposition of securities of the Company.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 16th day of June, 2021.


                                        /s/ Patrick Chung
                                        -----------------------------------
                                        Patrick Chung