CareDx, Inc. — Major Shareholding Notification 2015

Feb 3, 2015

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| UNITED
STATES | |
| --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION | |
| Washington,
D.C. 20549 | |
| SCHEDULE
13G | |
| Under
the Securities Exchange Act of 1934 | |
| (Amendment
No. 2) | |
| CareDx,
Inc. | |
| (Name
of Issuer) | |
| Common
Stock, $0.001 par value per share | |
| (Title
of Class of Securities) | |
| 14167L103 | |
| (CUSIP
Number) | |
| January
29, 2015 | |
| (Date
of Event Which Requires Filing of this Statement) | |
| Check
the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule
13d-1(d) |
| The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior
cover page. The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). | |

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CUSIP No. 14167L103 13G Page 2 of 9

| 1. — 2. | Names
Of Reporting Persons I.R.S.
Identification No. Of Above Persons (Entities Only) Gagnon
Advisors, LLC — check
the appropriate box if a group | (a) o ( b) x | |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization Delaware
Limited Liability Company | | |
| number
of shares beneficially owned by each reporting person with: | 5. | sole
voting power | 0 |
| | 6. | shared
voting power | 610,401 |
| | 7. | sole
dispositive power | 0 |
| | 8. | shared
dispositive power | 610,401 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 610,401 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent
of class represented by amount in row (9) | | 5.17% |
| 12. | type
of reporting person (See Instructions) | IA, BD | |

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CUSIP No. 14167L103 13G Page 3 of 9

| 1. — 2. | Names
Of Reporting Persons I.R.S.
Identification No. Of Above Persons (Entities Only) Gagnon
Securities LLC — check
the appropriate box if a group | (a) o ( b) x | |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization Delaware
Limited Liability Company | | |
| number
of shares beneficially owned by each reporting person with: | 5. | sole
voting power | 0 |
| | 6. | shared
voting power | 987,872 |
| | 7. | sole
dispositive power | 0 |
| | 8. | shared
dispositive power | 1,012,524 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 1,012,524 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent
of class represented by amount in row (9) | | 8.58% |
| 12. | type
of reporting person (See Instructions) | IA, BD | |

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CUSIP No. 14167L103 13G Page 4 of 9

| 1. — 2. | Names
Of Reporting Persons I.R.S.
Identification No. Of Above Persons (Entities Only) Neil
Gagnon — check
the appropriate box if a group | (a) o ( b) x | |
| --- | --- | --- | --- |
| 3. | sec
use only | | |
| 4. | citizenship
or place of organization USA | | |
| number
of shares beneficially owned by each reporting person with: | 5. | sole
voting power | 103,914 |
| | 6. | shared
voting power | 1,648,356 |
| | 7. | sole
dispositive power | 103,914 |
| | 8. | shared
dispositive power | 1,679,949 |
| 9. | aggregate
amount beneficially owned by each reporting person | | 1,783,863 |
| 10. | check
box if the aggregate amount in row (9) excludes certain shares (See Instructions) | | o |
| 11. | percent
of class represented by amount in row (9) | | 15.11% |
| 12. | type
of reporting person (See Instructions) | IN | |

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CUSIP No. 14167L103 13G Page 5 of 9

Item 1.

(a) Name of Issuer: CareDx, Inc.

(b)
Brisbane, California
94005

Item 2.

| Name
of Person Filing: |
| --- |
| Neil
Gagnon has sole voting and dispositive power over 103,914 shares of the Issuer’s Common Stock. In addition,
Mr. Gagnon has shared voting power over 1,648,356 shares of the Issuer’s Common Stock and shared dispositive power over
1,679,949 shares of the Issuer’s Common Stock. |
| Mr.
Gagnon is the managing member 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. Mr.
Gagnon and GS may be deemed to share voting power with respect to 987,872 shares of Common Stock held in the Accounts and
dispositive power with respect to 1,012,524 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 Chief Executive Officer 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 610,401 shares of the Issuer’s Common Stock held by GIA. GS and Mr. Gagnon expressly
disclaim beneficial ownership of all securities held by GIA. |

(c)
New York, NY 10019

(d)
Gagnon
Securities LLC: Delaware Limited Liability Company
Neil
Gagnon: USA

| (e) | Title
of Class of Securities: | Common
Stock, $0.001 par value per share |
| --- | --- | --- |
| (f) | CUSIP
Number: | 14167L103 |

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CUSIP No. 14167L103 13G Page 6 of 9

ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

| (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | o | Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | o | Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | o | An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding
company or control person in accordance with § 13d-1(b)(1)(ii)(G); |
| (h) | o | A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | 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
(15U.S.C. 80a-3); |
| (j) | o | Group, in accordance
with §240.13d-1(b)(1)(ii)(J). |

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CUSIP No. 14167L103 13G Page 7 of 9

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) | Amount
beneficially owned: | Gagnon
Advisors, LLC: 610,401 |
| --- | --- | --- |
| | | Gagnon
Securities LLC : 1,012,524 |
| | | Neil
Gagnon: 1,783,863 |
| (b) | Percent
of class: | Gagnon
Advisors, LLC: 5.17% |
| | | Gagnon
Securities LLC : 8.58% |
| | | Neil
Gagnon : 15.11% |
| | | Calculation
of percentage of beneficial ownership is based on 11,803,484 outstanding shares of the Issuer’s Common Stock as reported
on the Issuer’s Form 10-Q filed on November 14, 2014. |
| (c) | Number of shares as to which the person has: | |

| (i) | Sole
power to vote or to direct the vote: | Gagnon
Advisors, LLC: 0 |
| --- | --- | --- |
| | | Gagnon
Securities LLC : 0 |
| | | Neil
Gagnon : 103,914 |
| (ii) | Shared
power to vote or to direct the vote: | Gagnon
Advisors, LLC: 610,401 |
| | | Gagnon
Securities LLC : 987,872 |
| | | Neil
Gagnon : 1,648,356 |
| (iii) | Sole
power to dispose or to direct the disposition of: | Gagnon
Advisors, LLC: 0 |
| | | Gagnon
Securities LLC: 0 |
| | | Neil
Gagnon : 103,914 |
| (iv) | Shared
power to dispose or to direct the disposition of: | Gagnon
Advisors, LLC: 610,401 |
| | | Gagnon
Securities LLC : 1,012,524 |
| | | Neil
Gagnon : 1,679,949 |

ITEM 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person

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.

Items 7 – 9. Not Applicable

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CUSIP No. 14167L103 13G Page 8 of 9

Item 10 . Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 230.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| February
3, 2015 | |
| --- | --- |
| Date | |
| GAGNON ADVISORS, LLC | |
| BY: | /s/
Neil Gagnon |
| Signature | |
| Neil Gagnon, Managing
Member | |
| Name/Title | |
| GAGNON SECURITIES LLC | |
| BY: | /s/ Neil Gagnon |
| Signature | |
| Neil Gagnon, Managing
Member | |
| Name/Title | |
| NEIL GAGNON | |
| /s/ Neil Gagnon | |
| Signature | |

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CUSIP No. 14167L103 13G Page 9 of 9

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

| February
3, 2015 | |
| --- | --- |
| Date | |
| GAGNON ADVISORS, LLC | |
| BY: | /s/
Neil Gagnon |
| Signature | |
| Neil Gagnon, Managing
Member | |
| Name/Title | |
| GAGNON SECURITIES LLC | |
| BY: | /s/ Neil Gagnon |
| Signature | |
| Neil Gagnon, Managing
Member | |
| Name/Title | |
| NEIL GAGNON | |
| /s/ Neil Gagnon | |
| Signature | |