| Item 1. | |
| (a) | Name of issuer:
CareDx, Inc. |
| (b) | Address of issuer's principal executive offices:
8000 Marina Blvd, 4th Floor, Brisbane, CA 94005 |
| Item 2. | |
| (a) | Name of person filing:
Neil Gagnon has sole voting and dispositive power over 149,317 shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock"). In addition, Mr. Gagnon has shared voting power over 1,946,659 shares of Common Stock and shared dispositive power over 2,144,147 shares of Common Stock.
Mr. Gagnon is the Chief Executive Officer and principal owner of Gagnon Securities LLC ("GS"), an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts (collectively, the "Accounts") to which it furnishes investment advice. GS and Mr. Gagnon may be deemed to share voting power with respect to 1,440,216 shares of Common Stock held in the Accounts and dispositive power with respect to 1,629,867 shares of Common Stock held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts.
Mr. Gagnon is also the managing member of Gagnon Advisors, LLC ("Gagnon Advisors"), an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC ("GIA"), a private investment fund, may be deemed to share voting and dispositive power with respect to the 408,837 shares of Common Stock held by GIA. Gagnon Advisors and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA. |
| (b) | Address or principal business office or, if none, residence:
1370 Ave. of Americas, 26th Floor, New York, NY 10019 |
| (c) | Citizenship:
Gagnon Securities LLC Delaware limited liability company
Gagnon Advisors, LLC Delaware limited liability company
Neil Gagnon USA |
| (d) | Title of class of securities:
Common Stock |
| (e) | CUSIP No.:
14167L103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Gagnon Securities LLC 1,629,867
Gagnon Advisors, LLC 408,837
Neil Gagnon 2,293,464 |
| (b) | Percent of class:
Gagnon Securities LLC 3.2%
Gagnon Advisors, LLC 0.8%
Neil Gagnon 4.4% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Gagnon Securities LLC 0
Gagnon Advisors, LLC 0
Neil Gagnon 149,317
|
| | (ii) Shared power to vote or to direct the vote:
Gagnon Securities LLC 1,440,216
Gagnon Advisors, LLC 408,837
Neil Gagnon 1,946,659
|
| | (iii) Sole power to dispose or to direct the disposition of:
Gagnon Securities LLC 0
Gagnon Advisors, LLC 0
Neil Gagnon 149,317
|
| | (iv) Shared power to dispose or to direct the disposition of:
Gagnon Securities LLC 1,629,867
Gagnon Advisors, LLC 408,837
Neil Gagnon 2,144,147
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Accounts described above in Item 2 have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their respective accounts. To the knowledge of the Reporting Persons, the interest in any such account does not exceed 5% of the class of securities. Except to the extent described herein, the Reporting Person disclaims beneficial ownership of all such securities. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|