Sec Form 4 Filing - ROBERTSON REBECCA B @ GENOMIC HEALTH INC - 2005-10-04

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 ROBERTSON REBECCA B 2. Issuer Name and Ticker or Trading Symbol GENOMIC HEALTH INC [ GHDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING 4 SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2005 (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 10/04/2005 C 36,036 A $ 0 36,036 ( 1 ) I By Versant Affiliates Fund I-A, L.P. ( 6 ) Common Stock 10/04/2005 C 4,728 A $ 0 40,764 ( 1 ) I By Versant Affiliates Fund I-A, L.P. ( 6 ) Common Stock 10/04/2005 J 1,648 ( 2 ) A $ 0 ( 2 ) 42,412 ( 1 ) I By Versant Affiliates Fund I-A, L.P. ( 6 ) Common Stock 10/04/2005 C 75,675 A $ 0 75,675 ( 1 ) I By Versant Affiliates Fund I-B, L.P. ( 7 ) Common Stock 10/04/2005 C 9,929 A $ 0 85,604 ( 1 ) I By Versant Affiliates Fund I-B, L.P. ( 7 ) Common Stock 10/04/2005 J 3,462 ( 3 ) A $ 0 ( 3 ) 89,066 ( 1 ) I By Versant Affiliates Fund I-B, L.P. ( 7 ) Common Stock 10/04/2005 C 32,432 A $ 0 32,432 ( 1 ) I By Versant Affiliates Side Fund I, L.P. ( 8 ) Common Stock 10/04/2005 C 8,890 A $ 0 41,323 ( 1 ) I By Versant Affiliates Side Fund I, L.P. ( 8 ) Common Stock 10/04/2005 J 1,671 ( 4 ) A $ 0 ( 4 ) 42,994 ( 1 ) I By Versant Affiliates Side Fund I, L.P. ( 8 ) Common Stock 10/04/2005 C 1,657,657 A $ 0 1,657,657 ( 1 ) I Versant Venture Capital I, L.P. ( 8 ) Common Stock 10/04/2005 C 449,265 A $ 0 2,106,923 ( 1 ) I By Versant Venture Capital I, L.P. ( 9 ) Common Stock 10/04/2005 J 85,227 ( 5 ) A $ 0 ( 5 ) 2,192,150 ( 1 ) I By Versant Venture Capital I, L.P. ( 9 )

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 Series B Preferred Stock ( 10 ) 10/04/2005 C 108,108 ( 11 ) ( 12 ) Common Stock 36,036 $ 0 0 I By Versant Affiliates Fund I-A, L.P. ( 6 ) Series E Preferred Stock ( 10 ) 10/04/2005 C 14,184 ( 11 ) ( 12 ) Common Stock 4,728 $ 0 0 I By Versant Affiliates Fund I-A, L.P. ( 6 ) Series B Preferred Stock ( 10 ) 10/04/2005 C 227,027 ( 11 ) ( 12 ) Common Stock 75,675 $ 0 0 I By Versant Affiliates Fund I-B, L.P. ( 7 ) Series E Preferred Stock ( 10 ) 10/04/2005 C 29,787 ( 11 ) ( 12 ) Common Stock 9,929 $ 0 0 I By Versant Affiliates Fund I-B, L.P. ( 7 ) Series B Preferred Stock ( 10 ) 10/04/2005 C 97,297 ( 11 ) ( 12 ) Common Stock 32,432 $ 0 0 I By Versant Side Fund I, L.P. ( 8 ) Series E Preferred Stock ( 10 ) 10/04/2005 C 26,672 ( 11 ) ( 12 ) Common Stock 8,890 $ 0 0 I By Versant Side Fund I, L.P. ( 8 ) Series B Preferred Stock ( 10 ) 10/04/2005 C 4,972,973 ( 11 ) ( 12 ) Common Stock 1,657,657 $ 0 0 I By Versant Venture Capital I, L.P. ( 9 ) Series E Preferred Stock ( 10 ) 10/04/2005 C 1,347,797 ( 11 ) ( 12 ) Common Stock 449,265 $ 0 0 I By Versant Venture Capital I, L.P. ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROBERTSON REBECCA B 3000 SAND HILL ROAD BUILDING 4 SUITE 210 MENLO PARK, CA94025 X Signatures /s/ Robin L. Praeger, Attorney-In-Fact 10/04/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. ( 2 )On September 8, 2005, the Issuer declared a conditional dividend of 791,210 shares of Common Stock to be distributed on a pro rata basis to the Issuer's stockholders of record at the commencement of the Issuer's initial public offering ("IPO") if the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend"). As a result, the Reporting Persons received 1,648 shares of Common Stock as of October 4, 2005, the closing date of the IPO. ( 3 )As a result of the Condidional Dividend, the Reporting Persons received 3,462 shares of Common Stock as of October 4, 2005, the closing date of the IPO. ( 4 )As a result of the Conditional Dividend, the Reporting Persons received 1,671 shares of Common Stock as of October 4, 2005, the closing date of the IPO. ( 5 )As a result of the Conditional Dividend, the Reporting Persons received 85,227 shares of Common Stock as of October 4, 2005, the closing date of the IPO. ( 6 )The shares owned by Versant Affiliates Fund I-A, L.P. ("VAF-IA"). The general partner of VAF-IA is Versant Ventures I, LLC ("VVI"). ( 7 )The shares owned by Versant Affiliates Fund I-B, L.P. ("VAF-IB"). The general partner of VAF-IB is VVI. ( 8 )The shares owned by Versant Side Fund I, L.P. ("VSF"). The general partner of VSF is VVI. ( 9 )The shares owned by Versant Venture Capital I, L.P. ("VVC"). The general partner of VVC is VVI. ( 10 )Every 3 shares of Preferred Stock were converted into 1 share of Common Stock upon consummation of the IPO. This conversion rate is reflected in the amount of securities underlying the derivative security reported in column 7. ( 11 )These securities are exercisable immediately. ( 12 )These securities do not have an expiration date.

Remarks: General Remarks: This report is being filed jointly with the report filed by Versant Venture Capital I, L.P., Versant Affiliates FundI-A, L.P., Versant Affiliates Fund I-B, L.P., Versant Side Fund I, L.P., Versant Ventures I, LLC, Brian G. Atwood, Ross A. Jaffe,M.D., William J. Link, Barbara N. Lubash and Donald B. Milder as of the date hereof and relates to the same transaction, namely theautomatic conversion of preferred stock held by the Reporting Persons upon consummation of the Issuer's initial public offering. ThisForm 4 is being filed separately because the number of joint filers exceeded the maximum number of filers permitted by the EDGARsystem on one form.

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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