Sec Form 4 Filing - Schorno Dean L @ GENOMIC HEALTH INC - 2013-08-09

Insider filing report for Changes in Beneficial Ownership
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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
Schorno Dean L
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)
CFO
(Last) (First) (Middle)
301 PENOBSCOT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2013
(Street)
REDWOOD CITY, CA94063
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 08/09/2013 M 4,000 A $ 17.18 25,436 D
Common Stock ( 1 ) 08/09/2013 S 4,000 D $ 33.1452 ( 2 ) ( 3 ) 21,436 ( 4 ) ( 5 ) ( 6 ) D
Common Stock 6,149 I By Charles Schwab & Co. as Custodian for Dean L. Schorno, IRA
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
Employee Stock Option (right to buy) $ 17.18 08/09/2013 M 4,000 ( 7 ) 02/18/2020 Common Stock 4,000 $ 0 17,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schorno Dean L
301 PENOBSCOT DRIVE
REDWOOD CITY, CA94063
CFO
Signatures
/s/ Dean L. Schorno 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These sales of common stock were effected pursuant to Rule 10b5-1 sales plan adopted by the reporting person on February 25, 2013.
( 2 )Reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.
( 3 )Represents weighted average sale price. Actual sale prices ranged from $32.93 to $33.31.
( 4 )Includes 3,900 restricted stock units awarded January 27, 2011, of which 1/3 of the shares vest on February 15, 2014, and the 1/3 of the shares that vested on each of February 15, 2012 and 2013, net of withholding.
( 5 )Includes 4,000 restricted stock units awarded February 5, 2012, of which 1/3 vest on each of February 15, 2014 and 2015, and the 1/3 of the shares that vested on February 15, 2013, net of withholding.
( 6 )Includes 3,600 restricted stock units awarded July 25, 2013, of which 1/3 of the shares vest on each of February 15, 2014, 2015 and 2016.
( 7 )The option became exercisable as to 25% of the shares on February 18, 2011, and becomes exercisable as to 1/48th of the shares each full month thereafter.

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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