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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* COLELLA SAMUEL D (Last) (First) (Middle) C/O VERSANT VENTURES 3000 SAND HILL ROAD, #4-210 (Street) MENLO PARK CA 94025 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/02/2011		J(1)		505,571	D	$0	1,082,174	I	Versant Venture Capital I, L.P.
Common Stock	03/02/2011		J(1)		10,109	D	$0	20,838	I	Versant Side Fund I, L.P.
Common Stock	03/02/2011		J(2)		4,300	A	$0	8,726	I	Colella Family Partners, L.P.
Common Stock	03/02/2011		J(3)		8,753	A	$0	17,757	I	Colella Family Trust UTA Dtd. 9/21/92
Common Stock	03/03/2011		S(1)		10,571	D	$25.45(4)	19,358	I	Versant Affiliates Fund I-A, L.P.
Common Stock	03/03/2011		S(1)		23,749	D	$25.45(4)	37,552	I	Versant Affiliates Fund I-B, 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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person is a managing member of Versant Ventures I, LLC ("VVI-LLC"), which is the general partner of each of Versant Side Fund I, L.P., Versant Venture Capital I, L.P., Versant Affiliates Fund I-A, L.P., and Versant Affiliates Fund I-B, L.P. (collectively, the "Versant Funds"). As such, the Reporting Person shares voting and investment power over the shares held by the Versant Funds and may be deemed to have indirect beneficial ownership of such shares. Versant Venture Capital I, L.P. made an in-kind distribution of 505,571 shares of common stock of the Issuer to their respective partners on March 2, 2011. Versant Side Fund I, L.P. made an in-kind distribution of 10,109 shares of common stock of the Issuer to their respective partners on March 2, 2011. The Reporting Person disclaims beneficial ownership of such shares held by the Versant Funds, except to the extent of his proportionate pecuniary interest therein, if any.

2. The shares are held by Colella Family Partners, L.P. ("Colella Partners"). The shares were received in in-kind distributions of 4,098 shares by Versant Venture Capital I, L.P. and 202 shares by Versant Side Fund I, L.P. on March 2, 2011. The Reporting Person is the General Partner of Colella Partners. The Reporting Person disclaims beneficial ownership of such shares held by Colella Partners, except to the extent of his proportionate pecuniary interest therein, if any.

3. The shares are held by the Colella Family Trust UTA Dtd. 9/21/92 ("Colella Trust"). The shares were received in in-kind distributions of 8,197 shares by Versant Venture Capital I, L.P. and 556 shares by Versant Side Fund I, L.P. on March 2, 2011. The Reporting Person is a trustee and beneficiary of the Colella Trust.

4. Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $25.45 to $26.08 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

	/s/ Robin L. Praeger as attorney in fac Samuel D. Colella By: Robin L. Praeger as attorney in fact	03/03/2011
	** 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).
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