Sec Form 4 Filing - Cohen Fred E @ CareDx, Inc. - 2017-11-08

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 Cohen Fred E 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) (Last) (First) (Middle) C/O CAREDX, INC., 3260 BAYSHORE BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2017 (Street) BRISBANE, CA94005 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

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 Option to Purchase Common Stock $ 12.4 11/08/2017 D 10,948 ( 1 ) 06/19/2024 Common Stock 10,948 ( 2 ) 0 D Option to Purchase Common Stock ( 3 ) $ 5.49 ( 4 ) 11/09/2017 A 6,679 ( 5 )( 6 ) 11/09/2024 Common Stock 6,679 ( 2 ) 6,679 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Fred E C/O CAREDX, INC. 3260 BAYSHORE BOULEVARD BRISBANE, CA94005 X Signatures /s/ Peter Maag as attorney-in-fact for Fred E. Cohen 11/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares underlying the cancelled option were vested and immediately exercisable. ( 2 )On November 8, 2017, pursuant to the offer by CareDx, Inc. (the "Company") to exchange certain outstanding stock options for new options as more fully described in the Schedule TO-I, filed with the Securities Exchange Commission on October 12, 2017, as amended and supplemented on October 24, 2017 and November 9, 2017(the "Exchange Offer"), the Company cancelled a stock option for 10,948 shares granted to the reporting person on June 19, 2014. In exchange for such cancelled stock option, the reporting person received a new stock option for 6,679 shares. ( 3 )Represents a stock option granted pursuant to the Exchange Offer (the "New Options"). ( 4 )The exercise price per share equals the closing price per share of the Company's common stock, as quoted by NASDAQ, on November 9, 2017. ( 5 )The New Options are scheduled to vest in three equal installments based upon the Company's achievement of certain performance goals as follows: (i) one third of the New Options vest upon the Company's determination, which has been reviewed by the Company's independent registered public accounting firm, that the Company has achieved $10 million of total cumulative sales of Allosure, its proprietary next-generation sequencing-based test to detect donor-derived, cell-free DNA after transplantation, commencing after the completion of the Exchange Offer, (ii) one third of the New Options vest upon the Company's determination, which has been reviewed by the Company's independent registered public accounting firm, that the Company has achieved quarterly revenues of at least $18.75 million for two consecutive fiscal quarters commencing after the completion of the Exchange Offer, ( 6 )(Continued from Footnote 5) and (iii) one third of the New Options vest in the event the closing sales price of the Company's common stock is at or above $5.00 per share, as quoted by NASDAQ, for 10 consecutive trading days after the completion of the Exchange Offer.

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