SEC Form 4 · accession 0000899243-17-026010
CareDx, Inc. · CDNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitchell J Nelles
Officer — Chief Operating Officer
Period of report
Nov 8, 2017
Accepted (ET)
Nov 13, 2017 · 4:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001217234
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF2,F1 | $12.40 | Nov 8, 2017 | D | 14,597 | D | — | Apr 8, 2024 | Common Stock | 14,597 | 0 | D |
| Option to Purchase Common StockF3,F2,F4,F5,F6 | $5.49 | Nov 9, 2017 | A | 8,906 | A | — | Nov 9, 2024 | Common Stock | 8,906 | 8,906 | D |
Explanation of responses
- F113,077 of the shares underlying the cancelled option were vested and immediately exercisable. The remaining shares underlying the cancelled option were scheduled to vest monthly in increments of 1/48th of the shares subject to the options.
- F2On November 8, 2017, pursuant to the offer by CareDx, Inc. (the "Company") 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"), the Company cancelled a stock option for 14,597 shares granted to the reporting person on April 8, 2014. In exchange for such cancelled stock option, the reporting person received a new stock option for 8,906 shares.
- F3Represents a stock option granted pursuant to the Exchange Offer (the "New Options").
- F4The exercise price per share equals the closing price per share of the Company's common stock, as quoted by NASDAQ, on November 9, 2017.
- F5The New Options are scheduled to vest in three equal installments based upon the Company's achievement of certain performance goals as follows: (i) one third of the New Options vest upon the Company's determination, which has been reviewed by the Company's independent registered public accounting firm, that the Company 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 Exchange Offer, (ii) one third of the New Options vest upon the Company's determination, which has been reviewed by the Company's independent registered public accounting firm, that the Company has achieved quarterly revenues of at least $18.75 million for two consecutive fiscal quarters commencing after the completion of the Exchange Offer,
- F6(Continued from Footnote 5) and (iii) one third of the New Options vest in the event the closing sales price of the Company'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.