CareDx, Inc. — Major Shareholding Notification 2018

Feb 13, 2018

SC 13G/A 1 caredx_13ga5.htm SC 13G/A Field: Rule-Page

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| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13G/A |
| Under
the Securities Exchange Act of 1934 |
| (Amendment
No. 5)* |
| CareDx, Inc. |
| (Name
of Issuer) |
| Common
Stock, $0.001 par value per share |
| (Title
of Class of Securities) |
| 14167L103 |
| (CUSIP
Number) |
| December
31, 2017 |
| (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/A Page 2 of 8

| 1. — 2. | Names Of Reporting
Persons 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 | 1,093,506 |
| | 7. | sole dispositive power | 0 |
| | 8. | shared dispositive power | 1,093,506 |
| 9. | aggregate amount beneficially owned by each reporting person | | 1,093,506 |
| 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) | | 3.80% |
| 12. | type of reporting person (See Instructions) | IA, BD | |

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CUSIP No. 14167L103 13G/A Page 3 of 8

| 1. — 2. | Names Of Reporting
Persons 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 | 2,102,766 |
| | 7. | sole dispositive power | 0 |
| | 8. | shared dispositive power | 2,388,964 |
| 9. | aggregate amount beneficially owned by each reporting person | | 2,388,964 |
| 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) | | 8.26% |
| 12. | type of reporting person (See Instructions) | IA, BD | |

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CUSIP No. 14167L103 13G/A Page 4 of 8

| 1. — 2. | Names Of Reporting
Persons 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 | 458,892 |
| | 6. | shared voting power | 3,446,824 |
| | 7. | sole dispositive power | 458,892 |
| | 8. | shared dispositive power | 3,740,546 |
| 9. | aggregate amount beneficially owned by each reporting person | | 4,199,438 |
| 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) | | 14.53% |
| 12. | type of reporting person (See Instructions) | IN | |

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CUSIP No. 14167L103 13G/A Page 5 of 8

ITEM 1.

| (a) | Name
of Issuer: | CareDx, Inc. |
| --- | --- | --- |
| (b) | Address
of Issuer’s Principal | 3260 Bayshore Boulevard |
| | Executive Offices: | Brisbane, California 94005 |

Item 2.

(a) Name of Person Filing: Neil Gagnon has sole voting and dispositive power over 458,892 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 3,446,824 shares of Common Stock and shared dispositive power over 3,740,546 shares of 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 2,102,766 shares of Common Stock held in the Accounts and dispositive power with respect to 2,388,964 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 1,093,506 shares of Common Stock held by GIA. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA.

(b)	1370 Ave. of the Americas, 24 th Floor
or, if none, Residence:	New York, NY 10019

(c)	Citizenship:	Gagnon Advisors, LLC: Delaware Limited Liability Company
		Gagnon Securities LLC: Delaware Limited Liability Company
		Neil Gagnon: USA
(d)	Title of Class
of Securities:	Common Stock, $0.001 par value per share
(e)	CUSIP Number:	14167L103

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CUSIP No. 14167L103 13G/A Page 6 of 8

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 | A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____ |

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CUSIP No. 14167L103 13G/A Page 7 of 8

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: 1,093,506 |
| --- | --- | --- |
| | | Gagnon
Securities LLC: 2,388,964 |
| | | Neil Gagnon: 4,199,438 |
| (b) | Percent
of class: | Gagnon
Advisors, LLC: 3.79% |
| | | Gagnon
Securities LLC: 8.26% |
| | | Neil Gagnon : 14.53% |
| | | Calculation
of percentage of beneficial ownership is based on 28,909,830 shares of Common Stock,
which is comprised of 28,603,602 outstanding shares of Common Stock as reported on the
Issuer’s Form 424B3 filed on December 8, 2017, plus an additional 306,228 warrants
to purchase shares of Common Stock held by the Reporting Persons. |
| (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 : 458,892 |
| (ii) | Shared
power to vote or to direct the vote: | Gagnon
Advisors, LLC: 1,093,506 |
| | | Gagnon
Securities LLC: 2,102,766 |
| | | Neil Gagnon : 3,446,824 |
| (iii) | Sole
power to dispose or to direct the disposition of: | Gagnon
Advisors, LLC: 0 |
| | | Gagnon
Securities LLC: 0 |
| | | Neil Gagnon : 458,892 |
| (iv) | Shared
power to dispose or to direct the disposition of: | Gagnon
Advisors, LLC: 1,093,506 |
| | | Gagnon
Securities LLC : 2,388,694 |
| | | Neil
Gagnon: 3,740,546 |

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/A Page 8 of 8

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 13, 2018
Date
GAGNON ADVISORS, LLC
/s/ Neil Gagnon
Name:	Neil Gagnon
Its:	CEO
GAGNON SECURITIES LLC
/s/ Neil Gagnon
Name:	Neil Gagnon
Its:	CEO
NEIL GAGNON
/s/ Neil Gagnon