Sec Form 4 Filing - SOFTBANK VISION FUND (AIV M1) L.P. @ Guardant Health, Inc. - 2019-03-12

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 SOFTBANK VISION FUND (AIV M1) L.P. 2. Issuer Name and Ticker or Trading Symbol Guardant Health, Inc. [ GH] 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) 251 LITTLE FALLS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2019 (Street) WILMINGTON, DE19808 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 25,816,470 D ( 1 ) Common Stock 03/12/2019 P 2,033,990 ( 2 ) A $ 9.8328 27,850,420 D ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOFTBANK VISION FUND (AIV M1) L.P. 251 LITTLE FALLS DRIVE WILMINGTON, DE19808 X SB INVESTMENT ADVISERS (UK) LTD 69 GROSVENOR STREET LONDON, X0W1K 3JP X Signatures /s/ Brian Wheeler, General Counsel of SB Investment Advisers (UK) Limited, manager of SoftBank Vision Fund (AIV M1) L.P. 03/12/2019 Signature of Reporting Person Date /s/ Brian Wheeler, General Counsel of SB Investment Advisers (UK) Limited 03/12/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are directly held by SoftBank Vision Fund (AIV M1) L.P., or the Fund. SB Investment Advisers (UK) Limited, a wholly-owned subsidiary of SoftBank Group Corp., has been appointed as alternative investment fund manager, or AIFM, and is exclusively responsible for managing the Fund in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of the Fund, SB Investment Advisers (UK) Limited is exclusively responsible for making all decisions related to the acquisition, structuring, financing, voting and disposal of the Fund's Investments. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 2 )This filing on Form 4 is being filed as a result of the transfer of 2,033,990 shares of Common Stock of the Issuer from SoftBank Group Capital Limited ("SBGC") to SoftBank Vision Fund (AIV M1) L.P., on or about March 12, 2019 in a private sale transaction. The transferred shares will remain subject to a lock-up agreement substantially the same as that certain Lock-Up Agreement dated June 28, 2018, by and among SBGC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the Issuer.

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

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