Sec Form 3 Filing - Khosla Ventures IV, L.P. @ Guardant Health, Inc. - 2018-10-03

FORM 3 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 Khosla Ventures IV, 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) 2128 SAND HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2018 (Street) MENLO PARK, CA94025 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

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 SERIES B PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 281,020 I Khosla Ventures IV (CF), L.P. ( 2 ) SERIES B PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 4,395,627 I Khosla Ventures IV, L.P. ( 3 ) SERIES C PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 84,306 I Khosla Ventures IV (CF), L.P. ( 2 ) SERIES C PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 1,318,688 I Khosla Ventures IV, L.P. ( 3 ) SERIES D PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 61,111 I Khosla Ventures IV (CF), L.P. ( 2 ) SERIES D PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 955,882 I Khosla Ventures IV, L.P. ( 3 ) SERIES E PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 2,695 I Khosla Ventures IV (CF), L.P. ( 2 ) SERIES E PREFERRED STOCK ( 1 ) ( 1 ) ( 1 ) COMMON STOCK 42,169 I Khosla Ventures IV, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Khosla Ventures IV, L.P. 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures IV (CF), L.P. 2128 SAND HILL ROAD MENLO PARK, CA94025 X Khosla Ventures Associates IV, LLC 2128 SAND HILL ROAD MENLO PARK, CA94025 X VK Services, LLC 2128 SAND HILL ROAD MENLO PARK, CA94025 X KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK, CA94025 X Signatures /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV, L.P. 10/03/2018 Signature of Reporting Person Date /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC, in its capacity as general partner of Khosla Ventures IV (CF), L.P. 10/03/2018 Signature of Reporting Person Date /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates IV, LLC. 10/03/2018 Signature of Reporting Person Date /s/John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC. 10/03/2018 Signature of Reporting Person Date /s/John J. Demeter, as attorney in fact for Vinod Khosla. 10/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of the Issuer's Series B, Series C, Series D and Series E Preferred Stock (collectively, the "Preferred Stock") are convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Preferred Stock will automatically convert into shares of the Issuer's Common Stock, for no additional consideration, at the then-effective conversion rate for no additional consideration (subject to the payment of cash in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the consummation of the Issuer's initial public offering, and have no expiration date. ( 2 )Consists of securities held of record by Khosla Ventures IV (CF), L.P. ("KV IV (CF)"), of which Khosla Ventures Associates IV, LLC ("KVA IV") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV (CF), and each of KVA IV, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests 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. ( 3 )Consists of securities held of record by Khosla Ventures IV, L.P. ("KV IV"), of which KVA IV is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA IV. Each of KVA IV, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV IV, and each of KVA IV, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV IV. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests 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.

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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