Sec Form 4 Filing - Eltoukhy Helmy @ Guardant Health, Inc. - 2019-05-14

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Eltoukhy Helmy
2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
505 PENOBSCOT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2019
(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 05/14/2019 M 25,255 A $ 4.18 4,065,625 D
COMMON STOCK 05/14/2019 S 24,532 ( 1 ) D $ 72.05 ( 2 ) 4,041,093 D
COMMON STOCK 05/14/2019 S 54,128 ( 1 ) D $ 72.47 ( 3 ) 3,986,965 D
COMMON STOCK 119,550 I Shares held by Helmy A. Eltoukhy Revocable Trust
COMMON STOCK 664,020 I Shares held by Eltoukhy Investments, L.P.
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
STOCK OPTION (RIGHT TO BUY) $ 4.18 ( 4 ) 05/14/2019 M 25,255 ( 5 ) 07/13/2022( 6 ) COMMON STOCK 25,255 $ 0 1,173,827 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Eltoukhy Helmy
505 PENOBSCOT DRIVE
REDWOOD CITY, CA94063
X Chief Executive Officer
Signatures
/s/ Michael Wiley, as Attorney-in-Fact for Helmy Eltoukhy 05/16/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were sold under a pre-arranged sales plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Some of the shares sold were acquired contemporaneously upon the cashless exercise of stock options at an exercise price of $4.18per share.
( 2 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.28 to $72.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.28 to $72.88, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )The exercise price of $4.17 reported in the Reporting Person's Form 3 filed on October 3, 2018 was in error.
( 5 )The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on April 23, 2017.
( 6 )The expiration date of July 13, 2027 reported in the Reporting Person's Form 3 filed on October 3, 2018 was in error.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.