X0206 3 2014-07-16 0 0001217234 CareDx, Inc. CDNA 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Series C-1 Preferred Stock Common Stock 408755 I See Explanation of Responses Series D-1 Preferred Stock Common Stock 109597 I See Explanation of Responses Series E-1 Preferred Stock Common Stock 94590 I See Explanation of Responses Series F-1 Preferred Stock Common Stock 173337 I See Explanation of Responses Series G Preferred Stock Common Stock 106236 I See Explanation of Responses Series G-1 Preferred Stock Common Stock 67575 I See Explanation of Responses Warrant to Purchase Shares of Preferred Stock Series G Preferred Stock 454199 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG Biotechnology GenPar Advisors, LLC, which is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of each of TPG Biotechnology Partners, L.P. ("TPG Biotech") and TPG Biotech Reinvest AIV, L.P. ("TPG Biotech Reinvest"), and (ii) TPG Ventures GenPar Advisors, LLC, which is the general partner of TPG Ventures GenPar, L.P., which is the general partner of each of TPG Ventures, L.P. ("TPG Ventures") and TPG Ventures Reinvest AIV, L.P. ("TPG Ventures Reinvest" and, together with TPG Biotech, TPG Biotech Reinvest and TPG Ventures, the "TPG Funds"). TPG Biotech directly holds (i) 1,960,000 shares of Series C-1 Preferred Stock (the "Series C-1 Preferred") of CareDx, Inc. (the "Issuer"), (ii) 525,525 shares of Series D-1 Preferred Stock (the "Series D-1 Preferred") of the Issuer, (iii) 453,563 shares of Series E-1 Preferred Stock (the "Series E-1 Preferred") of the Issuer, (iv) 817,229 shares of Series F-1 Preferred Stock (the "Series F-1 Preferred") of the Issuer, and (v) 324,029 shares of Series G-1 Preferred Stock (the "Series G-1 Preferred") of the Issuer. TPG Biotech Reinvest directly holds (i) 507,679 shares of Series G Preferred Stock (the "Series G Preferred" and, together with the Series C-1 Preferred, the Series D-1 Preferred, the Series E-1 Preferred, the Series F-1 Preferred and the Series G-1 Preferred, the "Preferred Stock") of the Issuer and (ii) a warrant (the "TPG Biotech Reinvest Warrant") to purchase 316,863 shares of Series G Preferred. TPG Ventures directly holds (i) 840,000 shares of Series C-1 Preferred, (ii) 225,225 shares of Series D-1 Preferred, (iii) 194,384 shares of Series E-1 Preferred, (iv) 370,143 shares of Series F-1 Preferred, and (v) 138,869 shares of Series G-1 Preferred. TPG Ventures Reinvest directly holds (i) 220,048 shares of Series G Preferred and (ii) a warrant (the "TPG Ventures Reinvest Warrant" and, together with the TPG Biotech Reinvest Warrant, the "Warrants") to purchase 137,336 shares of Series G Preferred. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each of the TPG Funds and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock, par value $0.001 per share, of the Issuer, at initial conversion rates in each case equal to one share of Common Stock per share of Preferred Stock. The initial conversion rates have been adjusted as a result of a 1-for-6.85 reverse stock split of the Issuer's Common Stock. The Warrants may be exercised by the holder at any time on or after April 11, 2012 and expire as of the earlier of (i) April 11, 2017, (ii) the occurrence of certain change of control events and (iii) immediately prior to the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement. The Warrants have an initial exercise price of $3.18 per share of Series G Preferred. The exercise price is subject to certain adjustments. (10) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (11) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. By: Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (10) 2014-07-16 By: Ronald Cami on behalf of David Bonderman (10)(11) 2014-07-16 By: Ronald Cami on behalf of James G. Coulter (10)(11) 2014-07-16