Form Type: 4

SEC EDGAR Link
Accession Number:0001217234-20-000162
Date:2020-09-08
Issuer: CAREDX, INC. (CDNA)
Original Submission Date:

Reporting Person:

MAAG PETER
C/O CAREDX, INC.
1 TOWER PLACE, 9TH FLOOR SOUTH SAN FRANCISCO, CA 94080

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-09-08 M 10,000 a $5.49 431,974 direct
COMMON STOCK 2020-09-08 S 9,900 d $31.68 422,074 direct
COMMON STOCK 2020-09-08 S 100 a $32.09 421,974 direct
COMMON STOCK 2020-09-08 0 $0.00 1,000 indirect f3
COMMON STOCK 2020-09-08 0 $0.00 1,000 indirect f3
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 5.49 2020-09-08 deemed execution date M 10,000 (d) 2024-11-09 common stock 10,000 $5.49 5,174 direct
Footnotes
IDfootnote
f1 the transactions reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person, dated may 5, 2020.
f2 the price reported in column 4 is a weighted average price. these shares were purchased in multiple transactions at prices ranging from $31.07 to $32.06, inclusive. the reporting person undertakes to provide upon request by the staff of the securities and exchange commission, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price.
f3 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.
f4 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,
f5 (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.
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