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Form 4 CareDx, Inc. For: Feb 01 Filed by: Seeto Reginald

February 3, 2023 9:47 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Seeto Reginald
(Last) (First) (Middle)
C/O CAREDX, INC.
8000 MARINA BOULEVARD
(Street)
BRISBANE CA 94005
(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
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023
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 02/01/2023   A   302,000 (1) A $ 0 569,152 (2) D  
Common Stock 02/01/2023   A   11,800 (3) A $ 0 580,952 D  
Common Stock 02/01/2023   F   2,330 (4) D $ 15.66 578,622 D  
Common Stock 02/02/2023   S (5)   2,316 D $ 17.0733 (6) 576,306 D  
Common Stock 02/02/2023   S (5)   503 D $ 17.5047 (7) 575,803 D  
Common Stock 02/02/2023   F   7,244 (4) D $ 17.61 568,559 D  
Common Stock 02/03/2023   F   1,228 (4) D $ 16.54 567,331 D  
Common Stock 02/03/2023   F   1,228 (4) D $ 16.54 566,103 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
Stock Option (right to buy) $ 15.66 02/01/2023   A   156,000     (8) 02/01/2033 Common Stock 156,000.00 $ 0 156,000 D  
Explanation of Responses:
1. The reported securities are represented by restricted stock units, 1/4th of which shall vest on February 1, 2024 and 1/4th of which shall vest on each anniversary thereafter.
2. Includes 177 shares acquired on January 2, 2023 pursuant to the Issuer's 2014 Employee Stock Purchase Plan.
3. The reported securities were subject to a performance restricted stock unit award that was initially granted on February 3, 2021 for a two-year performance period over calendar years 2021 and 2022, which performance was assessed and finalized effective February 1, 2023. 50.00% of the reported securities vested on February 1, 2023 and 50% of the reported securities will vest on December 31, 2023, subject to the Reporting Person's continued service with the Issuer.
4. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of restricted stock units.
5. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.40 to $17.34, 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 $17.44 to $17.61, 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. 1/4th of the shares subject to the option shall vest on February 2, 2024 and 1/48th of the shares subject to the option shall vest monthly thereafter.
Remarks:
President and Chief Executive Officer
/s/ Reginald Seeto 02/03/2023
** 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.

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