Sec Form 4 Filing - Maag Peter @ CareDx, Inc. - 2021-02-03

Insider filing report for Changes in Beneficial Ownership
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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
Maag Peter
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)
Executive Chair
(Last) (First) (Middle)
C/O CAREDX, INC., 1 TOWER PLACE, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2021
(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 02/03/2021 A 13,076 ( 1 ) A $ 0 422,800 ( 2 ) D
Common Stock 02/05/2021 S( 3 ) 7,983 D $ 89.5759 ( 4 ) 414,817 ( 2 ) D
Common Stock 02/05/2021 S( 3 ) 1,316 D $ 90.3603 ( 5 ) 413,501 ( 2 ) D
Common Stock 02/05/2021 S( 3 ) 657 D $ 91.533 ( 6 ) 412,844 ( 2 ) D
Common Stock 02/05/2021 S( 3 ) 44 D $ 92.15 412,800 ( 2 ) D
Common Stock 1,000 ( 2 ) I As UTMA custodian for minor child ( 7 )
Common Stock 1,000 ( 2 ) I As UTMA custodian for minor child ( 7 )
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
Employee Stock Option (right to buy) $ 87.37 02/03/2021 A 13,075 ( 8 ) 02/03/2031 Common Stock 13,075 $ 0 13,075 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maag Peter
C/O CAREDX, INC.
1 TOWER PLACE, 9TH FLOOR
SOUTH SAN FRANCISCO, CA94080
X Executive Chair
Signatures
/s/ Peter Maag 02/05/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are represented by restricted stock units, 1/4th of which shall vest on February 3, 2022 and 1/4th of which shall vest on each anniversary thereafter.
( 2 )These shares remain subject to a lock-up agreement entered into among the Reporting Person and the representatives of the underwriters for the Issuer's public offering of common stock completed in January 2021.
( 3 )The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 5, 2020.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.00 to $89.97, 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 $90.03 to $90.88, 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 $91.04 to $92.00, 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.
( 7 )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.
( 8 )1/4th of the shares subject to the option shall vest on February 3, 2022 and 1/48th of the shares subject to the option shall vest monthly thereafter.

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).

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