SEC Form 4

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 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* BYERS BROOK H (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL RD. (Street) MENLO PARK CA 94025 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/21/2014
	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	07/21/2014		C		2,864	A	(1)	2,864	D
Common Stock	07/21/2014		C		768	A	(1)	3,632	D
Common Stock	07/21/2014		C		663	A	(1)	4,295	D
Common Stock	07/21/2014		C		1,215	A	(1)	5,510	D
Common Stock	07/21/2014		C		1,447	A	(1)	6,957	D
Common Stock	07/22/2014		P		526	A	$10	7,483	D
Common Stock	07/21/2014		C		287,602	A	(1)	287,602	I	See Footnote(2)
Common Stock	07/21/2014		C		77,114	A	(1)	364,716	I	See Footnote(3)
Common Stock	07/21/2014		C		66,554	A	(1)	431,270	I	See Footnote(4)
Common Stock	07/21/2014		C		121,961	A	(1)	553,231	I	See Footnote(5)
Common Stock	07/21/2014		C		145,173	A	(1)	698,404	I	See Footnote(6)
Common Stock	07/22/2014		P		52,770	A	$10	751,174	I	See Footnote(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 (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
Option to Purchase Common Stock	$10	07/21/2014		A		5,255		(13)	07/21/2024	Common Stock	5,255	$0.00	5,255	D
Series C Preferred Stock	(1)	07/21/2014		C			2,864	(1)	(14)	Common Stock	2,864	$0.00	0	D
Series D Preferred Stock	(1)	07/21/2014		C			768	(1)	(14)	Common Stock	768	$0.00	0	D
Series E Preferred Stock	(1)	07/21/2014		C			663	(1)	(14)	Common Stock	663	$0.00	0	D
Series F Preferred Stock	(1)	07/21/2014		C			1,215	(1)	(14)	Common Stock	1,215	$0.00	0	D
Series G Preferred Stock	(1)	07/21/2014		C			1,447	(1)	(14)	Common Stock	1,447	$0.00	0	D
Series C Preferred Stock	(1)	07/21/2014		C			287,602	(1)	(14)	Common Stock	287,602	$0.00	0	I	See Footnote(8)
Series D Preferred Stock	(1)	07/21/2014		C			77,114	(1)	(14)	Common Stock	77,114	$0.00	0	I	See Footnote(9)
Series E Preferred Stock	(1)	07/21/2014		C			66,554	(1)	(14)	Common Stock	66,554	$0.00	0	I	See Footnote(10)
Series F Preferred Stock	(1)	07/21/2014		C			121,961	(1)	(14)	Common Stock	121,961	$0.00	0	I	See Footnote(11)
Series G Preferred Stock	(1)	07/21/2014		C			145,173	(1)	(14)	Common Stock	145,173	$0.00	0	I	See Footnote(12)

Explanation of Responses:

1. Each share of the Issuer's Series C, Series D, Series E, Series F and Series G Preferred Stock converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration.

2. 287,602 shares of which 279,713 shares are directly held by Kleiner Perkins Caufield & Byers X-A, LP ("KPCB X-A") and 7,889 shares are directly held by Kleiner Perkins Caufield & Byers X-B, LP ("KPCB X-B"). KPCB X Associates, LLC ("Associates") is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 118,292 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of certain individuals and entities associated with Kleiner Perkins Caufield & Byers (the "Principals") who each exercise their own voting and dispositive power over such shares.

3. 364,716 shares of which 354,712 shares are directly held by KPCB X-A and 10,004 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 150,008 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

4. 431,270 shares of which 419,441 shares are directly held by KPCB X-A and 11,829 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 177,381 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

5. 553,231 shares of which 538,057 shares are directly held by KPCB X-A and 15,174 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 227,543 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

6. 698,404 shares of which 679,372 shares are directly held by KPCB X-A and 19,032 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 287,305 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

7. 751,174 shares of which 730,695 shares are directly held by KPCB X-A and 20,479 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 309,009 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

8. 287,602 shares of which 279,713 shares are directly held by KPCB X-A and 7,889 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 118,292 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

9. 77,114 shares of which 74,999 shares are directly held by KPCB X-A and 2,115 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 31,716 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

10. 66,554 shares of which 64,729 shares are directly held by KPCB X-A and 1,825 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 27,373 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

11. 121,961 shares of which 118,616 shares are directly held by KPCB X-A and 3,345 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 50,162 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

12. 145,173 shares of which 141,315 shares are directly held by KPCB X-A and 3,858 shares are directly held by KPCB X-B. Associates is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers is a managing member of Associates. Associates and Mr. Byers disclaim beneficial ownership of the shares held directly by KPCB X-A and KPCB X-B. Excludes 59,762 shares held in the name of "KPCB Holdings, Inc. as nominee" for the account of the Principals who each exercise their own voting and dispositive power over such shares.

13. Vests in equal monthly installments over a one-year period measured from the date of grant.

14. Not Applicable.

Remarks:

The Reporting Person is a managing member of Associates. The Reporting Person disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Matthew Meyer as attorney-in-fact for Brook Byers	07/23/2014
	** Signature of Reporting Person	Date
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