Sec Form 4 Filing - Popovits Kimberly J @ GENOMIC HEALTH INC - 2019-11-08

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 Popovits Kimberly J 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 301 PENOBSCOT DR. 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2019 (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 11/08/2019 D 12,298 D $ 0 ( 1 ) 0 I Held by Morgan Stanley as Custodian for Benefit of Kimberly Popovits Common Stock 11/08/2019 D 68,268 D $ 0 ( 2 ) 0 I Held by the Popovits 2010 Trust Common Stock 11/08/2019 D 36,168 D $ 0 ( 3 ) 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 (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) $ 28.05 11/08/2019 D 67,500 ( 4 ) 01/31/2023 Common Stock 67,500 $ 0 0 D Employee Stock Option (right to buy) $ 30.84 11/08/2019 D 100,000 ( 5 ) 01/28/2024 Common Stock 100,000 $ 0 0 D Employee Stock Option (right to buy) Holding $ 27 11/08/2019 D 141,038 ( 6 ) 02/16/2026 Common Stock 141,038 $ 0 12,822 D Employee Stock Option (right to buy) Holding $ 27 11/08/2019 D 12,822 ( 7 ) 02/16/2026 Common Stock 12,822 $ 0 0 D Employee Stock Option (right to buy) Holding $ 27.48 11/08/2019 D 131,656 ( 8 ) 01/31/2027 Common Stock 131,656 $ 0 59,844 D Employee Stock Option (right to buy) Holding $ 27.48 11/08/2019 D 59,844 ( 9 ) 01/31/2027 Common Stock 59,844 $ 0 0 D Employee Stock Option (right to buy) Holding $ 33.21 11/08/2019 D 72,231 ( 10 ) 01/31/2028 Common Stock 72,231 $ 0 92,869 D Employee Stock Option (right to buy) Holding $ 33.21 11/08/2019 D 92,869 ( 11 ) 01/31/2028 Common Stock 92,869 $ 0 0 D Employee Stock Option (right to buy) Holding $ 72.52 11/08/2019 D 75,610 ( 12 ) 01/29/2029 Common Stock 75,610 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Popovits Kimberly J 301 PENOBSCOT DR. REDWOOD CITY, CA94063 X President and CEO Signatures /s/ G. Bradley Cole, Attorney-in-fact 11/14/2019 Signature of Reporting Person Date

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 $338,229 and 5,539 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 shares of Issuer common stock were cancelled and converted into the right to receive a cash payment of $1,877,453 and 30,749 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. ( 3 )Disposed of in connection with the Merger, whereby such Issuer restricted stock unit ("RSU") was assumed by Exact Sciences and converted into a corresponding award for 27,680 RSUs 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 $1,077,212, less applicable tax withholdings, and 17,643 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 stock option was cancelled in exchange for a cash payment of $1,481,074, less applicable tax withholdings, and 24,258 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. ( 6 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $2,311,715, less applicable tax withholdings, and 37,864 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. ( 7 )Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 9,813 shares of Exact Sciences common stock with an exercise price of $35.28 per share. ( 8 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $2,131,936, less applicable tax withholdings, and 34,919 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. ( 9 )Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 45,800 shares of Exact Sciences common stock with an exercise price of $35.91 per share. ( 10 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $999,359, less applicable tax withholdings, and 16,368 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. ( 11 )Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 71,075 shares of Exact Sciences common stock with an exercise price of $43.40 per share. ( 12 )Disposed of in connection with the Merger, whereby such Issuer stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 57,866 shares of Exact Sciences common stock with an exercise price of $94.76 per share.

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