SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lovell Evan

(Last) (First) (Middle)
C/O 23ANDME HOLDING CO.
349 OYSTER POINT BLVD

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
23andMe Holding Co. [ ME ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/11/2022 J(1) 1,217,077 A $0.00 1,228,544 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Shares in VG Acquisition Sponsor LLC(2) $0.00 08/11/2022 J(3) 35(3) (2) (2) Class A Common Stock 1,217,077 $0.00 15(3) D
Explanation of Responses:
1. On August 11, 2022, VG Acquisition Sponsor LLC ("VGAS") redeemed certain membership interests held by certain of VGAS's members (the "Members") in exchange for shares of Class A Common Stock, par value $0.0001 per share, of 23andMe Holding Co. (the "Shares"), provided to the Members (the "Distribution"). Each of the Members acquired Shares as part of the Distribution on a pro rata basis based upon their respective equity interests in VGAS. As a result of the Distribution, the Reporting Person received 1,217,077 Shares.
2. Represents Class C Shares in VGAS. The Class C Shares in VGAS represent an economic entitlement to the proceeds attributable to a number of the Issuer Shares held by VGAS. The Class C Shares in VGAS have no expiration date.
3. Represents VGAS's redemption of Reporting Person's 35 Class C Shares in VGAS in connection with the Distribution. Following the redemption, Report Person continues to hold 15 Class C Shares in VGAS, representing Reporting Person's economic entitlement to the proceeds attributable to 500,274 Issuer Shares.
Remarks:
/s/ Evan Lovell, by Kathy Hibbs, attorney-in-fact 08/11/2022
** 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 4 (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).
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