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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CareDx, Inc. [ CDNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/18/2016 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Preferred Stock(1) | 04/14/2016 | P | 54,450 | A | (2) | 54,450 | D | |||
Preferred Stock(1) | 04/14/2016 | P | 6,705 | A | (2) | 61,155 | D | |||
Preferred Stock(1) | 04/14/2016 | P | 17,585 | A | (2) | 78,740 | D | |||
Preferred Stock(1) | 04/14/2016 | P | 45,390 | A | (2) | 124,130 | D | |||
Preferred Stock(1) | 04/14/2016 | P | 18,730 | A | (2) | 142,860 | D | |||
Preferred Stock(1) | 04/14/2016 | P | 11,600 | A | (2) | 154,460 | D | |||
Preferred Stock(1) | 04/14/2016 | P | 6,015 | A | (2) | 6,015 | I | By self as Trustee of Gagnon Securities LLC Profit Sharing Plan | ||
Preferred Stock(1) | 04/14/2016 | P | 1,955 | A | (2) | 7,970 | I | By self as Trustee of Gagnon Securities LLC Profit Sharing Plan | ||
Preferred Stock(1) | 04/14/2016 | P | 22,385 | A | (2) | 22,385 | I | By Managing Member as General Partner of Darwin Partnership | ||
Preferred Stock(1) | 04/14/2016 | P | 24,085 | A | (2) | 24,085 | I | By Limited Partner of the Family Partnership | ||
Preferred Stock(1) | 04/14/2016 | P | 229,580 | A | (2) | 229,580 | I | By Managing Member as General Partner of Gagnon Investment Associates |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Warrant | $4.98 | 04/14/2016 | P | 32,670 | (3) | (3) | Common Stock | 32,670 | (2) | 32,670 | D | ||||
Warrant | $4.98 | 04/14/2016 | P | 4,023 | (3) | (3) | Common Stock | 4,023 | (2) | 36,693 | D | ||||
Warrant | $4.98 | 04/14/2016 | P | 10,551 | (3) | (3) | Common Stock | 10,551 | (2) | 47,244 | D | ||||
Warrant | $4.98 | 04/14/2016 | P | 27,234 | (3) | (3) | Common Stock | 27,234 | (2) | 74,478 | D | ||||
Warrant | $4.98 | 04/14/2016 | P | 11,238 | (3) | (3) | Common Stock | 11,238 | (2) | 85,716 | D | ||||
Warrant | $4.98 | 04/14/2016 | P | 6,960 | (3) | (3) | Common Stock | 6,960 | (2) | 92,676 | D | ||||
Warrant | $4.98 | 04/14/2016 | P | 3,609 | (3) | (3) | Common Stock | 3,609 | (2) | 3,609 | I | By self as Trustee of Gagnon Securities LLC Profit Sharing Plan | |||
Warrant | $4.98 | 04/14/2016 | P | 1,173 | (3) | (3) | Common Stock | 1,173 | (2) | 4,782 | I | By self as Trustee of Gagnon Securities LLC Profit Sharing Plan | |||
Warrant | $4.98 | 04/14/2016 | P | 13,431 | (3) | (3) | Common Stock | 13,431 | (2) | 13,431 | I | By Managing Member as General Partner of Darwin Partnership | |||
Warrant | $4.98 | 04/14/2016 | P | 14,451 | (3) | (3) | Common Stock | 14,451 | (2) | 14,451 | I | By Limited Partner of the Family Partnership | |||
Warrant | $4.98 | 04/14/2016 | P | 137,748 | (3) | (3) | Common Stock | 137,748 | (2) | 137,748 | I | By Managing Member as General Partner of Gagnon Investment Associates |
Explanation of Responses: |
1. Series A Mandatorily Convertible Preferred Stock of the Company, par value $0.001 per share ("Preferred Stock"). Each share of Preferred Stock is convertible upon receipt of stockholder approval. |
2. Pursuant to a securities purchase agreement entered into on April 12, 2016, the Reporting Person acquired units of the Company comprising of (i) common stock, (ii) preferred stock, and (iii) warrants, at a purchase price of $23.94 per unit (the equivalent of $3.99 per share of common stock, assuming conversion of the Preferred Stock). |
3. Each warrant is exercisable for a period of seven (7) years into one share of Common Stock at an initial exercise price of $4.98 per share, subject to certain adjustments. Pursuant to the terms of the warrant, the holder of the warrant cannot exercise the warrant until the Company has obtained the requisite stockholder approval. |
Remarks: |
This Form 4 is being amended to disclose the Reporting Person's acquisition of Preferred Stock and warrants. |
/s/ Neil Gagnon | 04/19/2016 | |
** 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. |