Mike

Bag holders catching strays 🙄 "I continue to believe that we will be better positioned to achieve our mission and goals outside of the short term pressures of the public markets and that taking 23andMe private will be the best opportunity for long term success." - Anne Wojcicki

Free Tip: Pay attention to changes to Risk Factor language, esp changes "out of the blue". Why? They're often CYA disclosures for specific issues. Ex: Before the media reports, $SNOW revised language pertaining to cybersecurity breaches w/o explicitly disclosing any breaches

I don't feel like doing a nitty gritty write-up on this so I'm going to post a watered down long tweet instead.... Remember when I raised the (objectively crazy) possibility Steve MacMillan might have a stake in GRAIL which (somehow) "masquerades" as $HOLX stock? These kind of (intrusive) thoughts are usually seeded by trying to understand/reconcile peculiar disclosures I come across in under-followed filings (ie Form 5500s). For instance, the idea a security/investment could "masquerade" as a different security/investment was initially inspired by Hologic's equity plans and registration filings, but reviewing the Form 5500s is where this idea gained more traction. And when I say "traction" I mean there's a "sliver of plausibility" to consider. It's still a crazy idea and you should operate under that assumption, mind you, but hopefully you'll understand why I'm still entertaining this "out there" scenario by the end of this. You can review the disclosures yourself to make up your own mind and/or correct the nonsense I'm sharing. Anyway, setting aside the GRAIL/HOLX conjecture, when you review Hologic's 2020 Form 5500, you'll see that Fido (as plan trustee) certifies a much different balance for Hologic common stock (~$4.8M) than what's reported (~$16K) in the Form 5500 by Hologic (as plan administrator): - The plan's "employer securities" interestingly craters to ~$16K in 2020 - "Other" investments jumps to ~$4.7M - Fidelity certified to the auditor that the plan has ~$4.8M in Hologic stock in 2020 despite the Form 5500 reporting a balance of ~$16K. - Also, the plan administrator (Hologic) instructed the auditor not to audit the figures certified by the Trustee (Fido) For context, this is the only year (from 2017 to 2022) where the certified "Hologic common stock" balance doesn't approximate reported "employer securities" balance in the Form 5500. So what happened in 2020 and why is there a sizable mismatch for that plan year? What is heck is going on with "other" investments? (Genuine questions) We have a situation where Fido - serving as plan trustee with fiduciary responsibilities and little incentive to lie - certifies there is ~$4.8M in Hologic stock in the 401K Plan, but Hologic - serving as plan administrator - reports $16K in their Form 5500. To reconcile the difference, "other" investments (imo) needs to be certified as Hologic common stock to make the numbers work. It's hard to get around that and I can't figure out an alternative way to reconcile the difference. Whatever the "other" transaction is in 2020, it seems to require HOLX stock to execute. So why does this even matter? Assuming this "hot take" is correct and both HOLX and Fido correctly followed the rules, this 2020 Form 5500 potentially shows a loophole exists that allows "other" investments/securities to "masquerade" (ok, ok... be "certified" by the Trustee) as company stock. That's pretty problematic if true - regardless of the GRAIL/HOLX conjecture - and (imo) opens up a pandora's box of potential self-dealing and abuse if not corrected, especially when you consider "top hat" plans (i.e. plans used by execs to defer sizable amounts of comp and equity) don't have the same reporting requirement (i.e. none, lol) as 401K/ERISA plans which at-least requires a Form 5500. Also, remember the SEC doesn't have jurisdiction over this stuff and the Department of Labor doesn't monitor filings that closely so manage your expectations of reform accordingly. It is what it is. This is why the SEC's investigation into GRAIL and $ILMN matters a lot bc there's (imo) a non-trivial possibility they're going to discover things that need to be addressed/reformed which currently takes advantage of current regulatory blindspots. Finally, I say crazy dumb things all the time so calibrate this post accordingly and do your own homework. Side note: I threw together the table quickly so apologies for errors. What's important was highlighting the big move in 2020 and subsequent reversal. You can look-up the plans here efast.dol.gov/5500search/

If your Audit chair is also the Audit chair of another public company that’s undergoing “firing execs for cause”restatements, not the worst idea to refresh the chair assignment.

I legit don't know if VKM's reported $WWE comeback is a "work" or "shoot". He still maintains voting control despite stepping down and can threaten a proxy fight if they try to stonewall him. BTW, Board nomination period is sandwiched between Royal Rumble and Wrestlemania. 🍿