Genomic Health (GHDX) Form 4 GENOMIC HEALTH / Frederic Pla ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pla Frederic

(Last) (First) (Middle)

301 PENOBSCOT DR.

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	11/08/2019		D		18,510	D	$0.00(1)	13,381	D
Common Stock	11/08/2019		D		13,381	D	$0.00(2)	0	D

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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (right to buy)	$31.98	11/08/2019		D			77,167	(3)	01/01/2025	Common Stock	77,167	$0.00	0	D
Employee Stock Option (right to buy) Holding	$27	11/08/2019		D			12,625	(4)	02/16/2026	Common Stock	12,625	$0.00	5,142	D
Employee Stock Option (right to buy) Holding	$27	11/08/2019		D			5,142	(5)	02/16/2026	Common Stock	5,142	$0.00	0	D
Employee Stock Option (right to buy) Holding	$27.48	11/08/2019		D			24,864	(6)	01/31/2027	Common Stock	24,864	$0.00	17,538	D
Employee Stock Option (right to buy) Holding	$27.48	11/08/2019		D			17,538	(7)	01/31/2027	Common Stock	17,538	$0.00	0	D
Employee Stock Option (right to buy) Holding	$33.21	11/08/2019		D			29,544	(8)	01/31/2028	Common Stock	29,544	$0.00	37,986	D
Employee Stock Option (right to buy) Holding	$33.21	11/08/2019		D			37,986	(9)	01/31/2028	Common Stock	37,986	$0.00	0	D
Employee Stock Option (right to buy) Holding	$72.52	11/08/2019		D			28,570	(10)	01/29/2029	Common Stock	28,570	$0.00	0	D

Explanation of Responses:

1. Disposed of in connection with the acquisition of Issuer (the "Merger") by Exact Sciences Corporation ("Exact Sciences") pursuant to the Agreement and Plan of Merger, dated July 28, 2019 (the "Merger Agreement"), among Exact Sciences,Spring Acquisition Corp., and Issuer, whereby such shares of Issuer common stock were cancelled and converted into the right to receive a cash payment of $509,065 and 8,337 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019.

2. Disposed of in connection with the Merger, whereby such Issuer restricted stock unit ("RSU") was assumed by Exact Sciences and converted into a corresponding award for 10,240 RSUs of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019.

3. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $1,106,704, less applicable tax withholdings, and 18,127 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019.

4. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $206,933, less applicable tax withholdings, and 3,389 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019.

5. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 3,935 shares of Exact Sciences common stock with an exercise price of $35.28 per share.

6. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $402,628, less applicable tax withholdings, and 6,594 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019.

7. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 13,422 shares of Exact Sciences common stock with an exercise price of $35.91 per share.

8. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $408,759, less applicable tax withholdings, and 6,695 shares of Exact Sciences common stock, having a market value of $79.95 per share based on the closing price of Exact Sciences common stock on November 7, 2019.

9. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 29,071 shares of Exact Sciences common stock with an exercise price of $43.40 per share.

10. Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 21,865 shares of Exact Sciences common stock with an exercise price of $94.76 per share.

Remarks:

	/s/ G. Bradley Cole, Attorney-in-fact	11/14/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.