Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KLEINER PERKINS CAUFIELD & BYERS X A LP
  2. Issuer Name and Ticker or Trading Symbol
CareDx, Inc. [CDNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2750 SAND HILL RD., 
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2014
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/21/2014   C   287,602 A (1) 287,602 D (2)  
Common Stock 07/21/2014   C   77,114 A (1) 364,716 D (3)  
Common Stock 07/21/2014   C   66,554 A (1) 431,270 D (4)  
Common Stock 07/21/2014   C   121,961 A (1) 553,231 D (5)  
Common Stock 07/21/2014   C   145,173 A (1) 698,404 D (6)  
Common Stock 07/22/2014   P   52,770 A $ 10 751,174 D (7)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Series C Preferred Stock (1) 07/21/2014   C     287,602   (1)   (13) Common Stock 287,602 $ 0 0 D (8)  
Series D Preferred Stock (1) 07/21/2014   C     77,114   (1)   (13) Common Stock 77,114 $ 0 0 D (9)  
Series E Preferred Stock (1) 07/21/2014   C     66,554   (1)   (13) Common Stock 66,554 $ 0 0 D (10)  
Series F Preferred Stock (1) 07/21/2014   C     121,961   (1)   (13) Common Stock 121,961 $ 0 0 D (11)  
Series G Preferred Stock (1) 07/21/2014   C     145,173   (1)   (13) Common Stock 145,173 $ 0 0 D (12)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KLEINER PERKINS CAUFIELD & BYERS X A LP
2750 SAND HILL RD.
MENLO PARK, CA 94025
    X    
KLEINER PERKINS CAUFIELD & BYERS X B LP
KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    
KPCB X ASSOCIATES LLC
KLEINER PERKINS CAUFIELD & BYERS
2750 SAND HILL ROAD
MENLO PARK, CA 94025
    X    

Signatures

 /s/ Paul Vronsky, General Counsel   07/23/2014
**Signature of Reporting Person Date

 /s/ Paul Vronsky, General Counsel   07/23/2014
**Signature of Reporting Person Date

 /s/ Paul Vronsky, General Counsel   07/23/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of the Issuer's Series C, Series D, Series E, Series F and Series G Preferred Stock converted into one share of Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration.
(2) 279,713 securities are directly held by Kleiner Perkins Caufield & Byers X-A, LP ("KPCB X-A") and 7,889 securities are directly held by Kleiner Perkins Caufield & Byers X-B, LP, ("KPCB X-B"). The managing member of KPCB X-A and KPCB X-B is KPCB X Associates, LLC ("KPCB X Associates"). The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 121,156 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(3) 354,712 securities are directly held by KPCB X-A and 10,004 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 153,640 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(4) 419,441 securities are directly held by KPCB X-A and 11,829 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 181,676 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(5) 538,057 securities are directly held by KPCB X-A and 15,174 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 233,053 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(6) 679,372 securities are directly held by KPCB X-A and 19,032 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 294,262 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(7) 730,965 shares are directly held by KPCB X-A and 20,479 shares are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 316,492 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(8) 279,713 securities are directly held by KPCB X-A and 7,889 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 121,156 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(9) 74,999 securities are directly held by KPCB X-A and 2,115 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 32,484 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(10) 64,729 securities are directly held by KPCB X-A and 1,825 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 28,036 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(11) 118,616 securities are directly held by KPCB X-A and 3,345 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 51,377 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(12) 141,315 securities are directly held by KPCB X-A and 3,858 securities are directly held by KPCB X-B. The managing member of KPCB X-A and KPCB X-B is KPCB X Associates. The voting and dispositive control over the shares is shared by individual managing directors of KPCB X Associates, none of whom has veto power. Excludes 61,209 shares in the aggregate beneficially owned by Brook H. Byers, a member of the Issuer's board of directors and individuals and entities affiliated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities each of whom exercises their own voting and dispositive control over such shares.
(13) Not Applicable.
 
Remarks:
KPCB X Associates and its respective managing directors and members disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any of them is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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