Sec Form 4 Filing - Cohen Fred E @ 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 Cohen Fred E 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) VIDA VENTURES, 40 BROAD STREET SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2019 (Street) BOSTON, MA02109 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 68,165 D 955 D Common Stock 11/08/2019 D 955 D 0 D Common Stock 11/08/2019 D 6,068 D 0 I By the Jane K Cohen Trust

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 Director Stock Option (right to buy) $ 35.87 11/08/2019 D 8,250 06/07/2014 06/07/2023 Common Stock 8,250 $ 0 ( 4 ) 0 D Director Stock Option (right to buy) $ 36.04 11/08/2019 D 1,515 06/07/2014 06/07/2023 Common Stock 1,515 $ 0 ( 5 ) 0 D Director Stock Option (right to buy) $ 26.18 11/08/2019 D 10,000 06/10/2017 06/10/2026 Common Stock 10,000 $ 0 ( 6 ) 0 D Director Stock Option (right to buy) $ 31.53 11/08/2019 D 10,000 06/16/2018 06/16/2027 Common Stock 10,000 $ 0 ( 7 ) 0 D Director Stock Option (right to buy) $ 51.72 11/08/2019 D 10,000 06/07/2019 06/07/2028 Common Stock 10,000 $ 0 ( 8 ) 0 D Director Stock Option (right to buy) $ 52.41 11/08/2019 D 6,583 06/14/2020 06/14/2029 Common Stock 6,583 $ 0 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Fred E VIDA VENTURES 40 BROAD STREET SUITE 201 BOSTON, MA02109 X 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 $1,874,586 and 30,703 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 award, whether or not vested, was cancelled in exchange for a cash payment of $26,277 and 430 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 pursuant to the Merger Agreement, whereby such shares of Issuer common stock were cancelled and converted into the right to receive a cash payment of $166,888 and 2,733 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 $105,114 and 1,721 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 $19,197 and 314 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 $167,281 and 2,739 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 cancelled in exchange for a cash payment of $145,268 and 2,379 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. ( 8 )Disposed of in connection with the Merger, whereby such Issuer stock option was cancelled in exchange for a cash payment of $62,196 and 1,018 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 restricted stock unit award, whether or not vested, was cancelled in exchange for a cash payment of $39,074 and 640 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. Pursuant to the applicable option award agreement, 100% of the unvested options held by the Reporting Person became fully vested following the change in control of the Issuer effected by the Merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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