Sec Form 4 Filing - Radford Jason W. @ GENOMIC HEALTH INC - 2019-11-08

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
Radford Jason W.
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)
Chief Legal Officer
(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 8,384 D $ 0 ( 1 ) 20,924 D
Common Stock 11/08/2019 D 20,924 D $ 0 ( 2 ) 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) $ 27.85 11/08/2019 D 12,000 ( 3 ) 05/18/2025 Common Stock 12,000 $ 0 0 D
Employee Stock Option (right to buy) Holding $ 27 11/08/2019 D 9,643 ( 4 ) 02/16/2026 Common Stock 9,643 $ 0 877 D
Employee Stock Option (right to buy) Holding $ 27 11/08/2019 D 877 ( 5 ) 02/16/2026 Common Stock 877 $ 0 0 D
Employee Stock Option (right to buy) Holding $ 27.48 11/08/2019 D 18,095 ( 6 ) 01/31/2027 Common Stock 18,095 $ 0 8,225 D
Employee Stock Option (right to buy) Holding $ 27.48 11/08/2019 D 8,225 ( 7 ) 01/31/2027 Common Stock 8,225 $ 0 0 D
Employee Stock Option (right to buy) Holding $ 33.21 11/08/2019 D 15,155 ( 8 ) 01/31/2028 Common Stock 15,155 $ 0 19,485 D
Employee Stock Option (right to buy) Holding $ 33.21 11/08/2019 D 19,485 ( 9 ) 01/31/2028 Common Stock 19,485 $ 0 0 D
Employee Stock Option (right to buy) Holding $ 72.52 11/08/2019 D 16,270 ( 10 ) 01/29/2029 Common Stock 16,270 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Radford Jason W.
301 PENOBSCOT DR.
REDWOOD CITY, CA94063
Chief Legal Officer
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 $230,595 and 3,776 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 Issuer restricted stock unit ("RSU") was assumed by Exact Sciences and converted into a corresponding award for 16,013 RSUs of Exact Sciences common stock, having a market value of $79.95 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 stock option was cancelled in exchange for a cash payment of $192,492, less applicable tax withholdings, and 3,152 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.
( 4 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $158,056, less applicable tax withholdings, and 2,588 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 assumed by Exact Sciences and converted into a corresponding award for an option to purchase 671 shares of Exact Sciences common stock with an exercise price of $35.28 per share.
( 6 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $293,016, less applicable tax withholdings, and 4,799 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 6,294 shares of Exact Sciences common stock with an exercise price of $35.91 per share.
( 8 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $209,678, less applicable tax withholdings, and 3,434 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 Issu er stock option was assumed by Exact Sciences and converted into a corresponding award for an option to purchase 14,912 shares of Exact Sciences common stock with an exercise price of $43.40 per share.
( 10 )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 12,451 shares of Exact Sciences common stock with an exercise price of $94.76 per share.

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