SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tarrant Advisors, Inc

(Last)

(First)

(Middle)

345 CALIFORNIA STREET, SUITE 2600

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock par value $1.00	10/04/2005		C		1,836,005	A	$0	1,910,273⁽¹⁾	I	Through Funds managed by the Reporting Person⁽³⁾⁽⁴⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock	⁽²⁾	10/04/2005		C			3,043,476	⁽⁵⁾	⁽⁶⁾	Common Stock	1,014,492	$0	0	I	Through funds managed by Reporting Person⁽³⁾⁽⁴⁾
Series E Preferred Stock	⁽²⁾	10/04/2005		C			2,464,539⁽⁷⁾	⁽⁵⁾	⁽⁶⁾	Common Stock	821,513⁽⁷⁾	$0	0	I	Through funds managed by Reporting Person⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On September 8, 2005, the Issuer declared a conditional dividend of 791,210 shares of Common Stock to be distributed on a pro rata basis to the Issuer's stockholders of record at the commencement of the Issuer's initial public offering ("IPO") if the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend"). As a result, TPG Funds received 74,268 shares of Common Stock as of October 4, 2005, the closing date of the IPO, which is reflected in the amount reported in column 5.

2. Every three shares of Preferred Stock were converted into one share of Common Stock upon consummation of the IPO. This conversion rate is reflected in the amount of securities underlying the derivative security reported in column 7, which also reflects adjustment for the stock split by the Issuer on September 8, 2005. As a result of the IPO and the distribution of the Conditional Dividend, TPG Funds now directly holds an aggregate amount of 1,910,273 of Common Stock.

3. The Reporting Person is the general partner of TPG Ventures Professionals, L.P., which in turn is the managing member of TPG Ventures Holdings, L.L.C. ("TPG Holdings"), which is the sole member of each of TPG Ventures Advisors, L.L.C. ("Ventures Advisors") and TPG Biotech Advisors, L.L.C. ("Biotech Advisors"). Ventures Advisors is the general partner of TPG Ventures GenPar, L.P., which is the general partner of TPG Ventures, L.P. Biotech Advisors is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of TPG Biotechnology Partners, L.P. (together with TPG Ventures L.P., the "TPG Funds"). Prior to the IPO, TPG Funds directly held an aggregate of 1,014,492 shares of Series D Preferred Stock and 821,513 shares of Series E Preferred Stock ("the Securities"). Following the consummation of the IPO, the Securities were converted into Common Stock.

4. The Reporting Person is deemed to be the beneficial owner of the Securities beneficially owned by the TPG Funds only to the extent of the greater of its direct or indirect interest in the profits or capital accounts of such funds. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by the TPG Funds in excess of such amount. The shareholders of the Reporting Person are David Bonderman, James G. Coulter and William S. Price, III (collectively, the "Shareholders"). However, each Shareholder disclaims beneficial ownership of any of the Issuer's securities reported herein.

5. These securities are exercisable immediately.

6. These securities do not have an expiration date.

7. The total aggregate amount of Series E Preferred Shares held by TPG funds was 821,513 instead of 821,153 as previously stated in the most recent Form 3.

	David A. Spuria, Vice President	10/04/2005
	** Signature of Reporting Person	Date
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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