Sec Form 4 Filing - COLELLA SAMUEL D @ GENOMIC HEALTH INC - 2012-05-16

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

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, 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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1. Name and Address of Reporting Person COLELLA SAMUEL D 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) (Last) (First) (Middle) C/O VERSANT VENTURES, 3000 SAND HILL ROAD, #4-210 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2012 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/16/2012 J( 1 ) 500,000 D $ 0 582,174 I Versant Venture Capital I, L.P. Common Stock 05/16/2012 J( 1 ) 9,628 D $ 0 11,210 I Versant Side Fund I, L.P. Common Stock 05/16/2012 J( 2 ) 4,496 A $ 0 13,222 I Colella Family Partners, L.P. Common Stock 05/16/2012 J( 3 ) 9,134 A $ 0 26,891 D Common Stock 05/17/2012 S( 1 ) 5,781 D $ 33.5225 13,577 I Versant Affiliates Fund I-A, L.P. Common Stock 05/17/2012 S( 1 ) 11,213 D $ 33.5225 26,339 I Versant Affiliates Fund I-B, L.P. Common Stock 05/18/2012 S( 1 ) 3,163 D $ 32.1278 10,414 I Versant Affiliates Fund I-A, L.P. Common Stock 05/18/2012 S( 1 ) 6,137 D $ 32.1278 20,202 I Versant Affiliates Fund I-B, L.P.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COLELLA SAMUEL D C/O VERSANT VENTURES 3000 SAND HILL ROAD, #4-210 MENLO PARK, CA94025 X Signatures /s/ Robin L. Praeger as attorney in fact Samuel D. Colella By: Robin L. Praeger as attorney in fact 05/18/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is a managing member of Versant Ventures I, LLC ("VVI-LLC"), which is the general partner of each of Versant Side Fund I, L.P., Versant Venture Capital I, L.P., Versant Affiliates Fund I-A, L.P., and Versant Affiliates Fund I-B, L.P. (collectively, the "Versant Funds"). As such, the Reporting Person shares voting and investment power over the shares held by the Versant Funds and may be deemed to have indirect beneficial ownership of such shares. The Versant Funds made an in-kind distribution of common stock of the Issuer to their respective partners on May 16, 2012. The Reporting Person disclaims beneficial ownership of such shares held by the Versant Funds, except to the extent of his proportionate pecuniary interest therein, if any. ( 2 )The shares are held by Colella Family Partners, L.P. ("Colella Partners"). The shares were received in in-kind distributions by the Versant Funds on May 16, 2012. The Reporting Person is the General Partner of Colella Partners. The Reporting Person disclaims beneficial ownership of such shares held by Colella Partners, except to the extent of his proportionate pecuniary interest therein, if any. ( 3 )The shares are held by the Colella Family Trust UTA Dtd. 9/21/92 ("Colella Trust"). The shares were received in in-kind distributions by the Versant Funds on May 16, 2012. The Reporting Person is a trustee and beneficiary of the Colella Trust.

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).

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