X0306 4 2014-07-22 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 Common Stock 2014-07-22 4 C 0 960090 A 960090 I See Explanation of Responses Common Stock 2014-07-22 4 P 0 115000 A 1075090 I See Explanation of Responses Series C-1 Preferred Stock 2014-07-22 4 C 0 2800000 D Common Stock 408755 0 I See Explanation of Responses Series D-1 Preferred Stock 2014-07-22 4 C 0 750750 D Common Stock 109597 0 I See Explanation of Responses Series E-1 Preferred Stock 2014-07-22 4 C 0 647947 D Common Stock 94590 0 I See Explanation of Responses Series F-1 Preferred Stock 2014-07-22 4 C 0 1187372 D Common Stock 173337 0 I See Explanation of Responses (1) (2) (7), Series G Preferred Stock 2014-07-22 4 C 0 727727 D Common Stock 106236 0 I See Explanation of Responses (1), (2), (7), Series G-1 Preferred Stock 2014-07-22 4 C 0 462898 D Common Stock 67575 0 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. ("TPG Biotech GenPar"), and (ii) TPG Ventures GenPar Advisors, LLC, which is the general partner of TPG Ventures GenPar, L.P. ("TPG Ventures GenPar"). TPG Biotech GenPar is the general partner of each of (i) TPG Biotechnology Partners, L.P. ("TPG Biotech"), which directly holds 595,665 shares of Common Stock ("Common Stock") of CareDx, Inc. (the "Issuer"), and (ii) TPG Biotech Reinvest AIV, L.P. ("TPG Biotech Reinvest"), which directly holds 164,113 shares of Common Stock. TPG Ventures GenPar is the general partner of each of (i) TPG Ventures, L.P. ("TPG Ventures"), which directly holds 258,189 shares of Common Stock, and (ii) TPG Ventures Reinvest AIV, L.P. ("TPG Ventures Reinvest" and, together with TPG Biotech, TPG Biotech Reinvest and TPG Ventures, the "TPG Funds"), which directly holds 57,123 shares of Common Stock. On July 22, 2014, the (a) shares of Series C-1 Preferred Stock of the Issuer (the "Series C-1 Preferred") held by the TPG Funds automatically converted into 408,755 shares of Common Stock, (b) shares of Series D-1 Preferred Stock of the Issuer (the "Series D-1 Preferred") held by the TPG Funds automatically converted into 109,597 shares of Common Stock, and (c) shares of Series E-1 Preferred Stock of the Issuer (the "Series E-1 Preferred") held by the TPG Funds automatically converted into 94,590 shares of Common Stock. Only July 22, 2014, the (a) shares of Series F-1 Preferred Stock of the Issuer (the "Series F-1 Preferred") held by the TPG Funds automatically converted into 173,337 shares of Common Stock, (b) shares of Series G Preferred Stock of the Issuer (the "Series G Preferred") held by the TPG Funds automatically converted into 106,236 shares of Common Stock, and (c) shares of Series G-1 Preferred Stock of the Issuer (the "Series G-1 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 Preferred, the "Preferred Stock") held by the TPG Funds automatically converted into 67,575 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock were convertible, at the option of the holder, at any time into shares of Common Stock at initial conversion rates in each case equal to one share of Common Stock per share of Preferred Stock. The initial conversion rates were adjusted as a result of a 1-for-6.85 reverse stock split of the Issuer's Common Stock. On July 22, 2014, the TPG Funds acquired an aggregate of 115,000 shares of Common Stock at a price of $10.00 per share in connection with the Issuer's initial public offering. 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. (9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 2014-07-24 /s/ Ronald Cami, on behalf of David Bonderman (9)(10) 2014-07-24 /s/ Ronald Cami, on behalf of James G. Coulter (9)(10) 2014-07-24