|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CareDx, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
14167L103
(CUSIP Number)
December 31, 2016
(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) |
| o | Rule 13d-1(c) |
| x | 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).
| CUSIP No. 14167L103 | 13G | Page 2 of 10 | |||
| 1 |
NAME OF REPORTING PERSON
TPG Group Holdings (SBS) Advisors, Inc. | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 174,378 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 174,378 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% (1) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(1) Based on a total of 21,277,644 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of November 10, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2016.
| CUSIP No. 14167L103 | 13G | Page 3 of 10 | |||
| 1 |
NAME OF REPORTING PERSON
TPG Biotech Advisors, Inc. | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 174,378 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 174,378 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% (2) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(2) Based on a total of 21,277,644 shares of Common Stock outstanding as of November 10, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
| CUSIP No. 14167L103 | 13G | Page 4 of 10 | |||
| 1 |
NAME OF REPORTING PERSON
David Bonderman | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 174,378 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 174,378 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% (3) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(3) Based on a total of 21,277,644 shares of Common Stock outstanding as of November 10, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
| CUSIP No. 14167L103 | 13G | Page 5 of 10 | |||
| 1 |
NAME OF REPORTING PERSON
James G. Coulter | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 174,378 | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 174,378 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.8% (4) | ||||
| 12 |
TYPE OF REPORTING PERSON
| ||||
(4) Based on a total of 21,277,644 shares of Common Stock outstanding as of November 10, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2016.
| Item 1 | (a). | Name of Issuer: CareDx, Inc. (the “Issuer”) | ||
| Item 1 | (b). |
Address of Issuer’s Principal Executive Offices: 3260 Bayshore Boulevard Brisbane, CA 94005 | ||
| Item 2 | (a). |
Name of Person Filing: This Amendment No. 1 to Schedule 13G is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), TPG Biotech Advisors, Inc., a Delaware corporation (“Biotech Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together with Group Advisors and Biotech Advisors, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG Biotechnology GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar, L.P. (“TPG Biotech GenPar”), a Delaware limited partnership, which directly holds 15,315 shares of Common Stock, and (ii) TPG Ventures GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Ventures GenPar, L.P. (“TPG Ventures GenPar”), a Delaware limited partnership, which directly holds 144,879 shares of Common Stock.
Biotech Advisors is the general partner of each of (i) TPG Biotech Equity, L.P., a Delaware limited partnership (“TPG Biotech Equity”), which directly holds 3,219 shares of Common Stock, and (ii) TPG Ventures Professionals, L.P., a Delaware limited partnership (“TPG Ventures Professionals” and, together with TPG Biotech GenPar, TPG Ventures GenPar and TPG Biotech Equity, the “TPG Funds”), which directly holds 10,965 shares of Common Stock.
Because of Group Advisors’ and Biotech Advisors’ relationship to the TPG Funds, Group Advisors and Biotech Advisors may be deemed to beneficially own the shares of Common Stock directly held by the TPG Funds. David Bonderman and James G. Coulter are sole shareholders of each of Group Advisors and Biotech Advisors, and may therefore be deemed to beneficially own the shares of Common Stock held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest therein. | ||
| Item 2 | (b). |
Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 | ||
| Item 2 | (c). | Citizenship: See responses to Item 4 on each cover page. | ||
| Item 2 | (d). |
Title of Class of Securities: Common Stock (“Common Stock”), par value $0.001 per share. | ||
| Item 2 | (e). | CUSIP Number: 14167L103 | ||
| Page 6 of 10 |
| 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) | 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 §240.13d-1(b)(1)(ii)(G); | ||
| (h) | o | A savings association 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 (15 U.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 Rule 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:____________________________ | ||
|
Item 4. |
Ownership | |||
|
See responses to Item 9 on each cover page.
(b) PERCENT OF CLASS:
See responses to Item 11 on each cover page.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
See responses to Item 5 on each cover page.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
See responses to Item 6 on each cover page.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See responses to Item 7 on each cover page.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
See responses to Item 8 on each cover page. | ||||
| Page 7 of 10 |
| 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 x | ||||
| Item 6. Ownership of More than Five Percent on Behalf of Another Person | ||||
| Not Applicable. | ||||
| Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | ||||
| See response to Item 2(a) above. | ||||
| Item 8. Identification and Classification of Members of the Group | ||||
| Not Applicable. | ||||
| Item 9. Notice of Dissolution of Group | ||||
| Not Applicable. | ||||
| Item 10. Certifications | |
|
Not Applicable.
| |
| Page 8 of 10 |
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.
Dated: February 13, 2017
TPG Group Holdings (SBS) Advisors, Inc.
By: /s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
TPG Biotech Advisors, Inc.
By: /s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
David Bonderman
By: /s/ Clive Bode
Name: Clive Bode, on behalf of David Bonderman (5)
James G. Coulter
By: /s/ Clive Bode
Name: Clive Bode, on behalf of James G. Coulter (6)
(5) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).
(6) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).
| Page 9 of 10 |
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.* |
________
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Advisors VI, Inc., TPG Advisors V, Inc., TPG Biotech Advisors, Inc., David Bonderman and James G. Coulter, dated as of October 13, 2016, which was previously filed with the Commission as Exhibit 1 to Schedule 13D filed by TPG Group Holdings (SBS) Advisors, Inc., TPG Advisors VI, Inc., TPG Advisors V, Inc., TPG Biotech Advisors, Inc., David Bonderman and James G. Coulter on October 13, 2016.
| Page 10 of 10 |