Lanman Richard B. Form 4 Guardant Health / Richard B. Lanman 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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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^*

Lanman Richard B.

(Last) (First) (Middle)

505 PENOBSCOT DRIVE

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019

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	05/01/2019		M		1,536	A	$4.18	132,955(1)	D
COMMON STOCK	05/01/2019		M		2,306	A	$8.8	135,261	D
COMMON STOCK	05/01/2019		S		2,642(2)	D	$64.49(3)	132,619	D
COMMON STOCK	05/01/2019		S		1,200(2)	D	$65.62(4)	131,419	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
STOCK OPTION (RIGHT TO BUY)	$4.18	05/01/2019		M			1,536	(5)	05/31/2027(6)	COMMON STOCK	1,536	$0	17,678	D
STOCK OPTION (RIGHT TO BUY)	$8.8	05/01/2019		M			2,306	(7)	08/22/2028(8)	COMMON STOCK	2,306	$0	46,113	D

Explanation of Responses:

1. Includes shares acquired under the Issuer's 2018 Employee Stock Purchase Plan that were not included in the Reporting Person's last Form 4 filing.

2. These shares were sold under a pre-arranged sales plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The shares sold were acquired contemporaneously upon the cashless exercise of one or more stock options at an exercise price of $4.18 or $8.80 per share.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $63.95 to $64.75, inclusive. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.02 to $65.98, inclusive. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

5. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on April 1, 2017.

6. The expiration date of April 30, 2027 reported in the Reporting Person's Form 3 filed on October 3, 2019 and Form 4 filed on April 17, 2019 was in error.

7. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on August 22, 2018

8. The expiration date of August 21, 2028 reported in the Reporting Person's Form 3 filed on October 3, 2019 and Form 4 filed on April 17, 2019 was in error.

Remarks:

	/s/ Michael Wiley, as Attorney-in-Fact for Richard Lanman	05/03/2019
	** 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).
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