SEC Form 4/A · accession 0001019056-16-001262
CareDx, Inc. · CDNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Neil Gagnon
10% Owner
Period of report
Apr 14, 2016
Accepted (ET)
Apr 19, 2016 · 8:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001217234
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 54,450 | — | A | 54,450 | D | |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 6,705 | — | A | 61,155 | D | |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 17,585 | — | A | 78,740 | D | |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 45,390 | — | A | 124,130 | D | |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 18,730 | — | A | 142,860 | D | |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 11,600 | — | A | 154,460 | D | |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 6,015 | — | A | 6,015 | I | By self as Trustee of Gagnon Securities LLC Profit Sharing Plan |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 1,955 | — | A | 7,970 | I | By self as Trustee of Gagnon Securities LLC Profit Sharing Plan |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 22,385 | — | A | 22,385 | I | By Managing Member as General Partner of Darwin Partnership |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 24,085 | — | A | 24,085 | I | By Limited Partner of the Family Partnership |
| Preferred StockF1,F2 | Apr 14, 2016 | P$0 | 229,580 | — | A | 229,580 | I | By Managing Member as General Partner of Gagnon Investment Associates |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 32,670 | A | — | — | Common Stock | 32,670 | 32,670 | D |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 4,023 | A | — | — | Common Stock | 4,023 | 36,693 | D |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 10,551 | A | — | — | Common Stock | 10,551 | 47,244 | D |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 27,234 | A | — | — | Common Stock | 27,234 | 74,478 | D |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 11,238 | A | — | — | Common Stock | 11,238 | 85,716 | D |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 6,960 | A | — | — | Common Stock | 6,960 | 92,676 | D |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 3,609 | A | — | — | Common Stock | 3,609 | 3,609 | I |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 1,173 | A | — | — | Common Stock | 1,173 | 4,782 | I |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 13,431 | A | — | — | Common Stock | 13,431 | 13,431 | I |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 14,451 | A | — | — | Common Stock | 14,451 | 14,451 | I |
| WarrantF2,F3 | $4.98 | Apr 14, 2016 | P | 137,748 | A | — | — | Common Stock | 137,748 | 137,748 | I |
Explanation of responses
- F1Series A Mandatorily Convertible Preferred Stock of the Company, par value $0.001 per share ("Preferred Stock"). Each share of Preferred Stock is convertible upon receipt of stockholder approval.
- F2Pursuant to a securities purchase agreement entered into on April 12, 2016, the Reporting Person acquired units of the Company comprising of (i) common stock, (ii) preferred stock, and (iii) warrants, at a purchase price of $23.94 per unit (the equivalent of $3.99 per share of common stock, assuming conversion of the Preferred Stock).
- F3Each warrant is exercisable for a period of seven (7) years into one share of Common Stock at an initial exercise price of $4.98 per share, subject to certain adjustments. Pursuant to the terms of the warrant, the holder of the warrant cannot exercise the warrant until the Company has obtained the requisite stockholder approval.
Remarks
This Form 4 is being amended to disclose the Reporting Person's acquisition of Preferred Stock and warrants.