CareDx (CDNA) Form 4 CareDx / Peter Maag ownership change

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2021

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	12/06/2021		M(1)		926	A	$6.31	342,682	D
Common Stock	12/06/2021		M(1)		3,125	A	$12.24	345,807	D
Common Stock	12/06/2021		M(1)		5,949	A	$24.35	351,756	D
Common Stock	12/06/2021		S(1)		6,588	D	$41.2979(2)	345,168	D
Common Stock	12/06/2021		S(1)		3,112	D	$42.2035(3)	342,056	D
Common Stock	12/06/2021		S(1)		300	D	$42.6067(4)	341,756	D
Common Stock								1,000	I	As UTMA custodian for minor child(5)
Common Stock								1,000	I	As UTMA custodian for minor child(5)

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)	$6.31	12/06/2021		M(1)			926	(6)	01/19/2028	Common Stock	926	$0	7,090	D
Employee Stock Option (right to buy)	$12.24	12/06/2021		M(1)			3,125	(7)	06/29/2028	Common Stock	3,125	$0	18,750	D
Employee Stock Option (right to buy)	$24.35	12/06/2021		M(1)			5,949	(8)	02/03/2030	Common Stock	5,949	$0	45,007	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.56 to $41.54, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.57 to $42.55, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.59 to $42.625, 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.

5. 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.

6. 1/4th of the shares subject to the option vested on January 19, 2019 and 1/48th of the shares subject to the option vest monthly thereafter.

7. 1/4th of the shares subject to the option vested on June 1, 2019 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 29, 2021 and 1/48th of the shares subject to the option vest monthly thereafter.

Remarks:

	/s/ Ankur Dhingra, as attorney-in-fact for Peter Maag	12/07/2021
	** 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.
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