0001213900-20-024766.txt : 20200901 0001213900-20-024766.hdr.sgml : 20200901 20200901154526 ACCESSION NUMBER: 0001213900-20-024766 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20200901 FILED AS OF DATE: 20200901 DATE AS OF CHANGE: 20200901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CMLS Holdings LLC CENTRAL INDEX KEY: 0001822257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39482 FILM NUMBER: 201154422 BUSINESS ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212 474 6745 MAIL ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: C-LSH LLC CENTRAL INDEX KEY: 0001822233 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39482 FILM NUMBER: 201154423 BUSINESS ADDRESS: STREET 1: 1350 6TH AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 474 6745 MAIL ADDRESS: STREET 1: 1350 6TH AVENUE STREET 2: SUITE 2600 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: M-LSH LLC CENTRAL INDEX KEY: 0001822736 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39482 FILM NUMBER: 201154424 BUSINESS ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 212 474 6745 MAIL ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Casdin Eli CENTRAL INDEX KEY: 0001534264 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39482 FILM NUMBER: 201154425 MAIL ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS STREET 2: SUITE 1140 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Meister Keith A. CENTRAL INDEX KEY: 0001307631 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39482 FILM NUMBER: 201154426 MAIL ADDRESS: STREET 1: C/O ICAHN CAPITAL LP STREET 2: 767 FIFTH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER NAME: FORMER CONFORMED NAME: Meister Keith DATE OF NAME CHANGE: 20041102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CM Life Sciences, Inc. CENTRAL INDEX KEY: 0001818331 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851966622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 474 6700 MAIL ADDRESS: STREET 1: C/O CORVEX MANAGEMENT LP STREET 2: 667 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10020 3 1 ownership.xml X0206 3 2020-09-01 0 0001818331 CM Life Sciences, Inc. CMLF 0001822257 CMLS Holdings LLC C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK NY 10065 0 0 1 0 0001822233 C-LSH LLC C/O CASDIN CAPITAL, LLC 1260 AVE OF THE AMERICAS, SUITE 2600 NEW YORK NY 10019 0 0 1 0 0001822736 M-LSH LLC C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK NY 10065 0 0 1 0 0001534264 Casdin Eli C/O CASDIN CAPITAL, LLC 1260 AVE OF THE AMERICAS, SUITE 2600 NEW YORK NY 10019 1 1 1 0 Chief Executive Officer 0001307631 Meister Keith A. C/O CORVEX MANAGEMENT LP 667 MADISON AVENUE NEW YORK NY 10065 1 0 1 0 Class B common stock Class A common stock 9987500 D The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the issuer's initial business combination or earlier at the option of the holder as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-246251) (the "Registration Statement"), on a one-for-one basis, subject to adjustment for stock splits, stock capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. The shares of Class B common stock owned by the reporting persons include up to 1,312,500 shares that are subject to forfeiture in the event the underwriters of the offering do not exercise in full their over-allotment option as described in the Registration Statement. CMLS Holdings LLC is the record holder of the shares reported herein. The Board of Managers of CMLS Holdings LLC is comprised of Mr. Casdin and Mr. Meister who share voting and investment discretion with respect to the common stock held of record by CMLS Holdings LLC. C-LSH LLC and M-LSH LLC are the members of CMLS Holdings LLC, and Mr. Casdin and Mr. Meister are the managing members of C-LSH LLC and M-LSH LLC, respectively. Each of C-LSH LLC, M-LSH LLC and Messrs. Casdin and Meister disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. See Exhibits 24.1, 24.2, 24.3, 24.4 and 24.5 - Powers of Attorney /s/ Brian Emes, as Attorney-in-Fact for CMLS Holdings LLC 2020-09-01 /s/ Brian Emes, as Attorney-in-Fact for C-LSH LLC 2020-09-01 /s/ Brian Emes, as Attorney-in-Fact for M-LSH LLC 2020-09-01 /s/ Brian Emes, as Attorney-in-Fact for Eli Casdin 2020-09-01 /s/ Brian Emes, as Attorney-in-Fact for Keith A. Meister 2020-09-01 EX-24.1 2 ea126254ex24-1_cmlife.htm POWER OF ATTORNEY

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Patrick Dooley, Brian Emes and Kevin O’Brien, or any of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)  execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of CM Life Sciences, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (ii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iii) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (iv) Schedules 13D and 13G; and (v) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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 attorney-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 attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  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 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of 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 supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company or an affiliate of the Company.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 31, 2020.

 

    CMLS HOLDINGS LLC
     
  By: /s/ Keith Meister
    Name: Keith Meister
    Title: Manager

 

 

 

 

 EX-24.2 3 ea126254ex24-2_cmlife.htm POWER OF ATTORNEY

Exhibit 24.2

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Patrick Dooley, Brian Emes and Kevin O’Brien, or any of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)  execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of CM Life Sciences, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (ii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iii) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (iv) Schedules 13D and 13G; and (v) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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 attorney-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 attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  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 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of 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 supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company or an affiliate of the Company.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of September 1, 2020.

 

    C-LSH LLC
     
  By: /s/ Eli Casdin
    Name: Eli Casdin
    Title: Managing Member

 

 

 

 

 EX-24.3 4 ea126254ex24-3_cmlife.htm POWER OF ATTORNEY

Exhibit 24.3

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Patrick Dooley, Brian Emes and Kevin O’Brien, or any of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)  execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of CM Life Sciences, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (ii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iii) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (iv) Schedules 13D and 13G; and (v) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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 attorney-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 attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  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 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of 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 supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company or an affiliate of the Company.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 31, 2020.

 

    M-LSH LLC
     
  By: /s/ Keith Meister
    Name: Keith Meister
    Title: Managing Member

 

 

 

 

 EX-24.4 5 ea126254ex24-4_cmlife.htm POWER OF ATTORNEY

Exhibit 24.4

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Patrick Dooley, Brian Emes and Kevin O’Brien, or any of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)  execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of CM Life Sciences, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (ii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iii) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (iv) Schedules 13D and 13G; and (v) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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 attorney-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 attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  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 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of 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 supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company or an affiliate of the Company.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 31, 2020.

 

  /s/ Eli Casdin
  Signature
   
  Eli Casdin
  Print Name

 

 

 

 

 

 EX-24.5 6 ea126254ex24-5_cmlife.htm POWER OF ATTORNEY

Exhibit 24.5

 

LIMITED POWER OF ATTORNEY

 

The undersigned hereby constitutes and appoints Patrick Dooley, Brian Emes and Kevin O’Brien, or any of them signing singly, and with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)  execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of CM Life Sciences, Inc. (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (ii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iii) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (iv) Schedules 13D and 13G; and (v) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

 

(2)  do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

 

(3)  take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-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 attorney-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 attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  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 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of 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 supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company or an affiliate of the Company.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of August 31, 2020.

 

  /s/ Keith A. Meister
  Signature
   
  Keith A. Meister
  Print Name