SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Scott Randal W

(Last)

(First)

(Middle)

301 PENOBSCOT DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2005

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	595,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred	⁽²⁾	⁽³⁾	Common Stock	1,333,333⁽¹⁾	⁽⁴⁾	D
Series B Preferred	⁽²⁾	⁽³⁾	Common Stock	216,216⁽¹⁾	⁽⁴⁾	D
Series E Preferred Stock	⁽²⁾	⁽³⁾	Common Stock	11,820⁽⁵⁾	⁽⁶⁾	I	By Morgan Stanley DW Inc. Custodian
Employee Stock Option (right to buy)	⁽⁷⁾	12/02/2009	Common Stock	66,666⁽⁸⁾	$3.3	D

Explanation of Responses:

1. Does not include shares of Common Stock that may be issued to the Reporting Person if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend").

2. These securities are exercisable immediately.

3. These securities do not have an expiration date.

4. Upon consummation of the IPO, every 3 shares of Series A Preferred Stock and Series B Preferred Stock will convert into 1 share of Common Stock.

5. Does not include shares of Common Stock that will be issued to the Reporting Person upon consummation of the Issuer's initial public offering (the "IPO") as a result of either (a) the distribution of the Conditional Dividend or (b) the Increased Conversion Rate (as defined in footnote 6 below).

6. Upon consummation of the IPO, every 3 shares of Series E Preferred Stock will be converted into 1 share of Common Stock; provided, however, if the price per share of shares sold in the IPO is less than $11.40, the conversion rate will be 1.128 shares of Common Stock for every 3 shares of Series E Preferred Stock (the "Increased Conversion Rate").

7. The option becomes exercisable as to 25% of the shares on December 2, 2005, and becomes exercisable as to 1/48th of the shares each full month thereafter.

8. Does not include additional shares of Common Stock underlying the option if the Conditional Dividend is distributed upon consummation of the IPO.

	/s/ Randal W. Scott	09/28/2005
	** 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 5 (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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