Sec Form 4 Filing - Cohen Fred E @ CareDx, Inc. - 2020-09-21

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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., 1 TOWER PLACE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2020 (Street) SOUTH SAN FRANCISCO, CA94080 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 Common Stock 09/21/2020 M 6,679 A $ 5.49 81,148 D Common Stock 09/21/2020 M 9,745 A $ 4.95 90,893 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 (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 Stock Option (right to buy) $ 5.49 09/21/2020 M 6,679 ( 1 )( 2 ) 11/09/2024 Common Stock 6,679 $ 0 0 D Stock Option (right to buy) $ 4.95 09/21/2020 M 9,745 ( 3 ) 07/15/2026 Common Stock 9,745 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Fred E C/O CAREDX, INC. 1 TOWER PLACE, 9TH FLOOR SOUTH SAN FRANCISCO, CA94080 X Signatures /s/ Peter Maag as attorney-in-fact for Fred E. Cohen 09/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to the option vested in three equal installments based upon the Issuer's achievement of certain performance goals as follows: (i) one third vest upon the Issuer's determination, which has been reviewed by the Issuer's independent registered public accounting firm, that the Issuer 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 offer by the Issuer 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"), (ii) one third vest upon the Issuer's determination, ( 2 )(Continued from Footnote 1) which has been reviewed by the Issuer's independent registered public accounting firm, that the Issuer has achieved quarterly revenues of at least $18.75 million for two consecutive fiscal quarters commencing after the completion of the Exchange Offer, and (iii) one third vest in the event the closing sales price of the Issuer'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. ( 3 )1/12th of the shares subject to the option vested on August 1, 2016 and the remaining shares subject to the option vested monthly thereafter through July 1, 2017.

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.