Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  GAGNON NEIL
2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2014
3. Issuer Name and Ticker or Trading Symbol
CareDx, Inc. [CDNA]
(Last)
(First)
(Middle)
1370 AVENUE OF THE AMERICAS, 24TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10019
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.001 par value per share 213,126 (1)
D
 
Common Stock, $0.001 par value per share 328,801
I
By Managing Member as General Partner of Gagnon Investment Associates
Common Stock, $0.001 par value per share 42,308
I
By Limited Paratner of the Family Partnership
Common Stock, $0.001 par value per share 34,764
I
By Managing Member as General Partner of Darwin Partnership
Common Stock, $0.001 par value per share 6,941
I
By Neil Gagnon as Trustee of Gagnon 1999 Grandchildren's Trust
Common Stock, $0.001 par value per share 6,788
I
By Neil Gagnon as Trustee of Gagnon Securities LLC Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GAGNON NEIL
1370 AVENUE OF THE AMERICAS
24TH FLOOR
NEW YORK, NY 10019
    X    

Signatures

/s/ Neil Gagnon 11/12/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Neil Gagnon serves as the principal of Gagnon Advisers LLC and Gagnon Securities LLC each of which provide investment management services to investment vehicles and managed accounts (collectively, the "Accounts"), and as such, has investment discretion with respect to the Accounts. For the purposes of Rule 13d-3, Mr. Gagnon is deemed to beneficially own 1,180,664 shares of common stock of CareDx, Inc. Mr. Gagnon's interest in the securities reported herein is limited to the extent of his pecuniary interest in each of the Accounts, if any.

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