Sec Form 4 Filing - Johnson Paul D @ 23andMe Holding Co. - 2021-11-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Johnson Paul D 2. Issuer Name and Ticker or Trading Symbol 23andMe Holding Co. [ ME] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, General Manager-Consumer (Last) (First) (Middle) C/O 23ANDME HOLDING CO., 223 N. MATHILDA AVE 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2021 (Street) SUNNYVALE, CA94086 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/01/2021 A 746,213 A 746,213 D Class A Common Stock 11/01/2021 A( 2 ) 352,004 A $ 0 1,098,217 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 0.3 11/01/2021 A 656,540 ( 3 ) 05/08/2026 Class A Common Stock 656,540 ( 3 ) 656,540 D Stock Option (Right to Buy) $ 0.34 11/01/2021 A 161,699 ( 4 ) 09/02/2027 Class A Common Stock 161,699 ( 4 ) 161,699 D Stock Option (Right to Buy) $ 0.35 11/01/2021 A 293,448 ( 5 ) 04/02/2029 Class A Common Stock 293,448 ( 5 ) 293,448 D Stock Option (Right to Buy) $ 0.96 11/01/2021 A 983,582 ( 6 ) 09/22/2030 Class A Common Stock 983,582 ( 6 ) 983,582 D Stock Option (Right to Buy) $ 11.72 11/01/2021 A 264,506 ( 7 ) 10/31/2031 Class A Common Stock 264,506 $ 0 264,506 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Paul D C/O 23ANDME HOLDING CO. 223 N. MATHILDA AVE SUNNYVALE, CA94086 VP, General Manager-Consumer Signatures /s/ Paul D. Johnson, by Kathy Hibbs, attorney-in-fact 11/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received as the share portion of the merger consideration payable in connection with the acquisition of Lemonaid Health, Inc., a Delaware corporation ("Lemonaid Health"), by 23andMe Holding Co. (the "Company") (such acquisition, the "Merger"), in exchange for 526,715 shares of common stock and 23,591 shares of preferred stock of Lemonaid Health. 535,669 of such shares of the Company's Class A common stock are subject to that certain Relinquishment Agreement (the "Relinquishment Agreement"), by and between the Company and the reporting person, dated as of November 1, 2021. Pursuant to the Relinquishment Agreement, 535,669 of such shares of the Company's Class A common stock vest over a four-year period, with 1/16 of such shares vesting every three months, beginning on February 1, 2022. The vesting of such shares is subject to certain terms and conditions, including, without limitation, the reporting person's continued service for the Company. ( 2 )Grant of restricted stock units (the "RSUs") under the Company's 2021 Incentive Equity Plan (the "Plan"). The RSUs vest over a four-year period, with an initial 25% vesting on November 1, 2022, and the remainder vesting on a quarterly basis thereafter. The vesting of the RSUs is subject to continued service for the Company, the terms and conditions of the applicable award agreement, and applicable tax withholding obligations. Each RSU represents the contingent right to receive one share of Class A common stock of the Company. ( 3 )Received in the Merger in exchange for an option to purchase 363,214 shares of common stock of Lemonaid Health. Such stock options vest over a four-year period, with 1/16 of such options vesting every three months, beginning on February 1, 2022. ( 4 )Received in the Merger in exchange for an option to purchase 89,456 shares of common stock of Lemonaid Health. Such stock options vest over a four-year period, with 1/16 of such options vesting every three months, beginning on February 1, 2022. ( 5 )Received in the Merger in exchange for an option to purchase 162,343 shares of common stock of Lemonaid Health. Such stock options vest over a four-year period, with 1/16 of such options vesting every three months, beginning on February 1, 2022. ( 6 )Received in the Merger in exchange for an option to purchase 544,142 shares of common stock of Lemonaid Health. Such stock options vest over a four-year period, with 1/16 of such options vesting every three months, beginning on February 1, 2022. ( 7 )Grant of stock options under the Plan. The stock options vest over a four-year period, with an initial 25% vesting on November 1, 2022, and the remainder vesting on a quarterly basis thereafter. The vesting of the options is subject to continued service for the Company, the terms and conditions of the applicable award agreement, and applicable tax withholding obligations.

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