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*
Maag Peter

(Last) (First) (Middle)
C/O CAREDX, INC.
1 TOWER PLACE, 9TH FLOOR

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CareDx, Inc. [ CDNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2020
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
Common Stock 07/06/2020 A 40,000(1) A $0 421,974 D
Common Stock 07/06/2020 M 2,777 A $2.8 424,751 D
Common Stock 07/06/2020 M 1,983 A $2.3 426,734 D
Common Stock 07/06/2020 M 5,240 A $5.27 431,974 D
Common Stock 07/06/2020 S(2) 10,000 D $34.2098(3) 421,974 D
Common Stock 1,000 I As UTMA custodian for minor child(4)
Common Stock 1,000 I As UTMA custodian for minor child(4)
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
Employee Stock Option (right to buy) $34.49 07/06/2020 A 20,000 (5) 07/06/2030 Common Stock 20,000 $0 20,000 D
Employee Stock Option (right to buy) $2.8 07/06/2020 M 2,777 (6) 09/01/2027 Common Stock 2,777 $0 7,292 D
Employee Stock Option (right to buy) $2.3 07/06/2020 M 1,983 (7) 02/17/2027 Common Stock 1,983 $0 16,250 D
Employee Stock Option (right to buy) $5.27 07/06/2020 M 5,240 (8) 01/22/2026 Common Stock 5,240 $0 23,129 D
Explanation of Responses:
1. The reported securities are represented by restricted stock units, 1/4th of which shall vest on July 6, 2021 and 1/4th of which shall vest on each anniversary thereafter.
2. The shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person, dated May 5, 2020.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.01 to $34.67, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased or sold at each separate price.
4. Shares are held of record by the Reporting Person as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
5. 1/4th of the shares subject to the option shall vest on July 6, 2021 and 1/48th of the shares subject to the option shall vest monthly thereafter.
6. 50% of the shares subject to the option vested on September 1, 2018 and 1/72nd of the shares subject to the option vest monthly thereafter.
7. 1/4th of the shares subject to the option vested on January 27, 2018 and 1/48th of the shares subject to the option vest monthly thereafter.
8. 1/4th of the shares subject to the option vested on January 22, 2017 and 1/48th of the shares subject to the option vest monthly thereafter.
Remarks:
/s/ Peter Maag 07/07/2020
** 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).
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.