Genomic Health (GHDX) Form 4 GENOMIC HEALTH / Geoffrey M. Parker 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^*

Parker Geoffrey M.

(Last) (First) (Middle)

301 PENOBSCOT DRIVE

(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)

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

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		A		955	D	(1)	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
Director Stock Option (right to buy)	$26.07	11/08/2019		D			20,000	(2)	06/21/2026	Common Stock	20,000	(2)	0	D
Director Stock Option (right to buy)	$31.53	11/08/2019		D			10,000	06/16/2018	06/16/2027	Common Stock	10,000	(3)	0	D
Director Stock Option (right to buy)	$51.72	11/08/2019		D			10,000	06/07/2019	06/07/2028	Common Stock	10,000	(4)	0	D
Director Stock Option (right to buy)	$52.41	11/08/2019		D			6,583	06/14/2020	06/14/2029	Common Stock	6,583	(5)	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 $26,277 and 430 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 stock option was cancelled in exchange for a cash payment of $335,468 and 5,494 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. Pursuant to the terms of the applicable option award agreement, 100% of the unvested options held by the Reporting Person became fully vested following the change in control of the Issuer effected by the Merger.

3. Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $145,268 and 2,379 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 $62,196 and 1,018 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 restricted stock unit award, whether or not vested, was cancelled in exchange for a cash payment of $39,074 and 640 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. Pursuant to the applicable option award agreement, 100% of the unvested options held by the Reporting Person became fully vested following the change in control of the Issuer effected by the Merger.

Remarks:

	/s/ G. Bradley Cole, Attorney-in-fact	11/14/2019
	** Signature of Reporting Person	Date
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