0000050863-15-000060.txt : 20150807 0000050863-15-000060.hdr.sgml : 20150807 20150807160609 ACCESSION NUMBER: 0000050863-15-000060 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150807 DATE AS OF CHANGE: 20150807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CareDx, Inc. CENTRAL INDEX KEY: 0001217234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 943316839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88252 FILM NUMBER: 151037356 BUSINESS ADDRESS: STREET 1: 3260 BAYSHORE BOULEVARD CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 415-287-2300 MAIL ADDRESS: STREET 1: 3260 BAYSHORE BOULEVARD CITY: BRISBANE STATE: CA ZIP: 94005 FORMER COMPANY: FORMER CONFORMED NAME: XDx, Inc. DATE OF NAME CHANGE: 20071010 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESSION DIAGNOSTICS INC DATE OF NAME CHANGE: 20030203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RNB-4-151 CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 13G 1 sc13_g.htm SCHEDULE 13G - CAREDX, INC.
     
 
UNITED STATES
  
 
SECURITIES AND EXCHANGE COMMISSION
  
 
Washington, D.C. 20549
  
     
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 (Amendment No.___)*

CareDx, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
14167L103
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)


* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.



The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 14167L103
 
 
1.
Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Intel Corporation
 94-1672743
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
☐
   
(b)
☐
 
 
3.
SEC Use Only
 
 
 
4.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
 Person With
5.
Sole Voting Power
 0
 
6.
Shared Voting Power*
 590,720
 
7.
Sole Dispositive Power
 0
 
8.
Shared Dispositive Power*
 590,720
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person*
 590,720
 
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
 
 
11.
Percent of Class Represented by Amount in Row (9)**
 5.0%
 
 
12.
Type of Reporting Person (See Instructions)
 CO

* See Item 4 below.
** Based upon information contained in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2014, reflecting 11,803,484 shares of the Issuer's Common Stock issued and outstanding as of November 11, 2014.

Item 1.
 
(a)
Name of Issuer
  
CareDx, Inc.
 
(b)
Address of Issuer's Principal Executive Offices
  
3260 Bayshore Boulevard
Brisbane, California 94005
 
Item 2.
 
(a)
Name of Person(s) Filing
  
Intel Corporation
 
(b)
Address of Principal Business Office or, if none, Residence
  
2200 Mission College Boulevard
Santa Clara, California 95054-1549
 
(c)
Citizenship
  
Delaware
 
(d)
Title of Class of Securities
  
Common Stock, par value $0.001 per share
 
(e)
CUSIP Number
  
14167L103
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
 
 
 
 
 




Item 4.
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a), (b), and (c)

 
 
 
 
Reporting
Persons
 
 
Number of Shares
With Sole Voting
and Dispositive
Power
 
Number of Shares
With Shared
Voting
 and Dispositive
Power
 
Aggregate
Number of
Shares
 Beneficially
Owned
 
 
Percentage
of Class
 Beneficially
Owned
 
Intel Corporation
 
0
 
590,720
 
590,720
 
5.0%*
 
* Based upon information contained in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 14, 2014, reflecting 11,803,484 shares of the Issuer's Common Stock issued and outstanding as of November 11, 2014.

The Reporting Person does not directly own any Common Stock of the Issuer.  By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Person is deemed to own beneficially the Common Stock of the Issuer that is owned by Intel Capital Corporation, a wholly-owned subsidiary of the Reporting Person, Intel Capital (Cayman) Corporation, a wholly-owned subsidiary of the Reporting Person, and Middlefield Ventures, Inc., a wholly-owned subsidiary of the Reporting Person.  Intel Capital Corporation owns 399,346 shares of Common Stock of the Issuer, Intel Capital (Cayman) Corporation owns 126,121 shares of Common Stock of the Issuer and Middlefield Ventures, Inc. owns 65,253 shares of Common Stock of the Issuer.
 
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ☐.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
Not applicable.
 
Item 9.
Notice of Dissolution of Group
Not applicable.

Item 10.
Certification
Not Applicable.



Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 7, 2015
 
INTEL CORPORATION
 
By:   /s/  Suzan A. Miller
 
Name:  Suzan A. Miller
Title:    Vice President, Deputy General Counsel and
Corporate Secretary
   
INTEL CORPORATION
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Suzan A. Miller and Steven R. Rodgers, and with full power of substitution, the undersigned's true and lawful attorney-in-fact with full power to execute and file with the Securities and Exchange Commission and any stock exchange or similar authority, any report required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto said attorney-in-fact the power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person to whom power of attorney has been hereby granted ceases to be an employee of Intel Corporation.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of March, 2015.
 
INTEL CORPORATION
 
By:            /s/ Stacy J. Smith
Stacy J. Smith
Chief Financial Officer