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Filing Details

Accession Number:: 0000903423-14-000435
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-24 16:43:17
Reporting Period:: 2014-07-22

Filing Date:: 2014-07-24
Accepted Time:: 2014-07-24 16:43:17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1217234	Caredx Inc.	CDNA	Services-Medical Laboratories (8071)	943316839

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
860866	David Bonderman	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No
1099776	G James Coulter	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No
1495741	Tpg Group Holdings (Sbs) Advisors, Inc.	C/O Tpg Global, Llc 301 Commerce Street, Suite 3300 Fort Worth, TX 76102	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-07-22	960,090	$0.00	960,090	No	4	C	Indirect	See Explanation of Responses
Common Stock	Acquisiton	2014-07-22	115,000	$0.00	1,075,090	No	4	P	Indirect	See Explanation of Responses

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Explanation of Responses
No	4	P	Indirect	See Explanation of Responses

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C-1 Preferred Stock	Disposition	2014-07-22	2,800,000	$0.00	408,755	$0.00
Common Stock	Series D-1 Preferred Stock	Disposition	2014-07-22	750,750	$0.00	109,597	$0.00
Common Stock	Series E-1 Preferred Stock	Disposition	2014-07-22	647,947	$0.00	94,590	$0.00
Common Stock	Series F-1 Preferred Stock	Disposition	2014-07-22	1,187,372	$0.00	173,337	$0.00
Common Stock	Series G Preferred Stock	Disposition	2014-07-22	727,727	$0.00	106,236	$0.00
Common Stock	Series G-1 Preferred Stock	Disposition	2014-07-22	462,898	$0.00	67,575	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

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.