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*
Goldberg Michael

(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)
05/10/2021
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 05/10/2021 M 15,442 A $2.9455 73,945 D
Common Stock 05/10/2021 S 6,042 D $66.7821(1) 67,903 D
Common Stock 05/10/2021 S 183 D $68.6162(2) 67,720 D
Common Stock 05/10/2021 S 9,217 D $70.3599(3) 58,503 D
Common Stock 05/11/2021 M 49,083 A $2.9455 107,586 D
Common Stock 05/11/2021 S 16,793 D $65.8276(4) 90,793 D
Common Stock 05/11/2021 S 16,308 D $66.3462(5) 74,485 D
Common Stock 05/11/2021 S 12,392 D $67.4925(6) 62,093 D
Common Stock 05/11/2021 S 3,590 D $68.2975(7) 58,503 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 (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
Option to Purchase Common Stock $2.9455 05/10/2021 M 15,442 (8) 11/16/2021 Common Stock 15,442 $2.9455 49,083 D
Option to Purchase Common Stock $2.9455 05/11/2021 M 49,083 (8) 11/16/2021 Common Stock 49,083 $2.9455 0 D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.455 to $67.28, 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.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.02 to $68.85, 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 $69.67 to $70.515, 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 $65.00 to $66.00, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.005 to $67.00, 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.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.01 to $68.01, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.015 to $68.60, 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.
8. This option is subject to an early exercise provision and is immediately exercisable. 1/8th of the shares subject to the option vested on October 31, 2011 and 1/48th of the shares subject to the option vested monthly thereafter.
Remarks:
/s/ Peter Maag as attorney-in-fact for Michael Goldberg 05/12/2021
** 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.
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.