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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 5.49 | 04/17/2019 | M | 4,824 | (3)(4) | 11/09/2024 | Common Stock | 4,824 | $ 0 | 18,334 | D | ||||
| Employee Stock Option (right to buy) | $ 2.3 | 04/17/2019 | M | 30,245 | (5) | 02/17/2027 | Common Stock | 30,245 | $ 0 | 27,500 | D | ||||
| Employee Stock Option (right to buy) | $ 2.8 | 04/17/2019 | M | 14,931 | (6) | 09/01/2027 | Common Stock | 14,931 | $ 0 | 10,069 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Maag Peter C/O CAREDX, INC. 3260 BAYSHORE BOULEVARD BRISBANE, CA 94005 |
X | See Remarks | ||
| /s/ Peter Maag | 04/18/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| (2) | Shares are held of record by the Reporting Person as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (3) | The shares subject to the option vest in three equal installments based upon the Issuer's achievement of certain performance goals as follows: (i) one third vest upon the Issuer's determination, which has been reviewed by the Issuer's independent registered public accounting firm, that the Issuer has achieved $10 million of total cumulative sales of Allosure, its proprietary next-generation sequencing-based test to detect donor-derived, cell-free DNA after transplantation, commencing after the completion of the offer by the Issuer to exchange certain outstanding stock options for new options as more fully described in the Schedule TO-I, filed with the Securities Exchange Commission on October 12, 2017, as amended, and supplemented on October 24, 2017 and November 9, 2017 (the "Exchange Offer"), (ii) one third vest upon the Issuer's determination, |
| (4) | (Continued from footnote 3) which has been reviewed by the Issuer's independent registered public accounting firm, that the Issuer has achieved quarterly revenues of at least $18.75 million for two consecutive fiscal quarters commencing after the completion of the Exchange Offer, and (iii) one third vest in the event the closing sales price of the Issuer's common stock is at or above $5.00 per share, as quoted by NASDAQ, for 10 consecutive trading days after the completion of the Exchange Offer. |
| (5) | 1/4th of the shares subject to the option vested on January 27, 2018 and 1/48th of the shares subject to the option vest monthly thereafter. |
| (6) | 50% of the shares subject to the option vested on September 1, 2018 and 1/72nd of the shares subject to the option vest monthly thereafter. |
| Remarks: President and Chief Executive Officer | |