SEC FORM 4

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

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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^*

Johnson Alexander L

(Last)

(First)

(Middle)

C/O CAREDX, INC.

8000 MARINA BOULEVARD

(Street)

BRISBANE

94005

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/01/2023		A		85,100⁽¹⁾	A	$0	197,450	D
Common Stock	02/01/2023		A		3,200⁽²⁾	A	$0	200,650	D
Common Stock	02/01/2023		F		618⁽³⁾	D	$15.66	200,032	D
Common Stock	02/02/2023		F		2,029⁽⁴⁾	D	$17.61	198,003	D
Common Stock	02/03/2023		F		417⁽⁴⁾	D	$16.54	197,586	D
Common Stock	02/03/2023		F		417⁽⁴⁾	D	$16.54	197,169	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$15.66	02/01/2023		A		44,100		⁽⁵⁾	02/01/2033	Common Stock	44,100	$0	44,100	D

Explanation of Responses:

1. The reported securities are represented by restricted stock units, 1/4th of which shall vest on February 1, 2024 and 1/4th of which shall vest on each anniversary thereafter.

2. The reported securities were subject to a performance restricted stock unit award that was initially granted on February 3, 2021 for a two-year performance period over calendar years 2021 and 2022, which performance was assessed and finalized effective February 1, 2023. 50.00% of the reported securities vested on February 1, 2023 and 50% of the reported securities will vest on December 31, 2023, subject to the Reporting Person's continued service with the Issuer.

3. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of performance restricted stock units.

4. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of restricted stock units.

5. 1/4th of the shares subject to the option shall vest on February 1, 2024 and 1/48th of the shares subject to the option shall vest monthly thereafter.

Remarks:

	/s/ Reginald Seeto, as attorney-in-fact for Alexander L. Johnson	02/03/2023
	** 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).
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