Genomic Health (GHDX) Form 4 GENOMIC HEALTH / Kim McEachron 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

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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^*

McEachron Kim

(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)
Chief People Officer

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		25,293	D	$0.00(1)	11,261	D
Common Stock	11/08/2019		D		11,261	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)	$28.05	11/08/2019		D			6,562	(3)	01/31/2023	Common Stock	6,562	$0.00	0	D
Employee Stock Option (right to buy)	$30.84	11/08/2019		D			10,040	(4)	01/28/2024	Common Stock	10,040	$0.00	0	D
Employee Stock Option (right to buy) Holding	$31.12	11/08/2019		D			9,000	(5)	02/13/2025	Common Stock	9,000	$0.00	0	D
Employee Stock Option (right to buy) Holding	$27	11/08/2019		D			13,484	(6)	02/16/2026	Common Stock	13,484	$0.00	1,226	D
Employee Stock Option (right to buy) Holding	$27	11/08/2019		D			1,226	(7)	02/16/2026	Common Stock	1,226	$0.00	0	D
Employee Stock Option (right to buy) Holding	$27.48	11/08/2019		D			9,838	(8)	01/31/2027	Common Stock	9,838	$0.00	4,472	D
Employee Stock Option (right to buy) Holding	$27.48	11/08/2019		D			4,472	(9)	01/31/2027	Common Stock	4,472	$0.00	0	D
Employee Stock Option (right to buy) Holding	$33.21	11/08/2019		D			7,621	(10)	01/31/2028	Common Stock	7,621	$0.00	9,799	D
Employee Stock Option (right to buy) Holding	$33.21	11/08/2019		D			9,799	(11)	01/31/2028	Common Stock	9,799	$0.00	0	D
Employee Stock Option (right to buy) Holding	$72.52	11/08/2019		D			9,530	(12)	01/29/2029	Common Stock	9,530	$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 $695,621 and 11,392 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 8,617 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 $104,721, less applicable tax withholdings, and 1,715 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 $148,700, less applicable tax withholdings, and 2,435 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 cancelled in exchange for a cash payment of $132,260, less applicable tax withholdings, and 2,166 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.

6. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $221,013, less applicable tax withholdings, and 3,620 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 938 shares of Exact Sciences common stock with an exercise price of $35.28 per share.

8. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $159,309, less applicable tax withholdings, and 2,609 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 3,422 shares of Exact Sciences common stock with an exercise price of $35.91 per share.

10. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $105,441, less applicable tax withholdings, and 1,727 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.

11. 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 7,499 shares of Exact Sciences common stock with an exercise price of $43.40 per share.

12. 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 7,293 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.
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