FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Maag Peter
2. Issuer Name and Ticker or Trading Symbol

CareDx, Inc. [ CDNA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O CAREDX, INC., 3260 BAYSHORE BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2018
(Street)

BRISBANE, CA 94005
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/21/2018     M    50000   A $0.548   439747   D    
Common Stock   11/21/2018     M    37636   A $6.49   477383   D    
Common Stock   11/21/2018     M    23158   A $5.49   500541   D    
Common Stock                  1000   I   As UTMA custodian for minor child   (1)
Common Stock                  1000   I   As UTMA custodian for minor child   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $0.548   11/21/2018     M         50000    11/1/2012   (2) 10/17/2022   Common Stock   50000   $0.00   0   D    
Stock Option (Right to Buy)   $6.49   11/21/2018     M         37636      (3) 3/6/2025   Common Stock   37636   $0.00   42364   D    
Stock Option (Right to Buy)   $5.49   11/21/2018     M         23158      (4) (5) 11/9/2024   Common Stock   23158   $0.00   46316   D    

Explanation of Responses:
(1)  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.
(2)  2/48ths of the shares subject to this option vested and became exercisable on the Date Exercisable set forth in column 6 and each month thereafter until October 1, 2013. 1/36th of the remaining shares vested and became exercisable each month thereafter.
(3)  1/4th of the shares subject to this option vested on January 21, 2016 and 1/48th of the shares subject to this option vest monthly thereafter.
(4)  The shares subject to this option vest in three equal installments based upon the Issuer's achievement of certain performance goals as follows: (i) one third of the shares subject to the option 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 November 8, 2017, (ii) one third of the shares subject to the option vest upon the Issuer's determination, 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 November 8, 2017
(5)  (Continued from Footnote 4) and (iii) one third of the shares subject to the option vested upon the closing sales price of the Issuer's common stock being at or above $5.00 per share, as quoted by NASDAQ, for 10 consecutive trading days after November 8, 2017.

Remarks:
President and Chief Executive Officer

Reporting Owners
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

Signatures
/s/ Peter Maag 11/21/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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