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^*

VERSANT VENTURE CAPITAL I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

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)

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)

	Form filed by One Reporting Person
X	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	10/04/2005		C		36,036	A	$0	36,036⁽¹⁾	I	By Versant Affiliates Fund I-A, L.P.⁽⁶⁾
Common Stock	10/04/2005		C		4,728	A	$0	40,764⁽¹⁾	I	By Versant Affiliates Fund I-A, L.P.⁽⁶⁾
Common Stock	10/04/2005		J		1,648⁽²⁾	A	$0⁽²⁾	42,412⁽¹⁾	I	By Versant Affiliates Fund I-A, L.P.⁽⁶⁾
Common Stock	10/04/2005		C		75,675	A	$0	75,675⁽¹⁾	I	By Versant Affiliates Fund I-B, L.P.⁽⁷⁾
Common Stock	10/04/2005		C		9,929	A	$0	85,604⁽¹⁾	I	By Versant Affiliates Fund I-B, L.P.⁽⁷⁾
Common Stock	10/04/2005		J		3,462⁽³⁾	A	$0⁽³⁾	89,066⁽¹⁾	I	By Versant Affiliates Fund I-B, L.P.⁽⁷⁾
Common Stock	10/04/2005		C		32,432	A	$0	32,432⁽¹⁾	I	By Versant Affiliates Side Fund I, L.P.⁽⁸⁾
Common Stock	10/04/2005		C		8,890	A	$0	41,323⁽¹⁾	I	By Versant Affiliates Side Fund I, L.P.⁽⁸⁾
Common Stock	10/04/2005		J		1,671⁽⁴⁾	A	$0⁽⁴⁾	42,994⁽¹⁾	I	By Versant Affiliates Side Fund I, L.P.⁽⁸⁾
Common Stock	10/04/2005		C		1,657,657	A	$0	1,657,657⁽¹⁾	I	Versant Venture Capital I, L.P.⁽⁸⁾
Common Stock	10/04/2005		C		449,265	A	$0	2,106,923⁽¹⁾	I	By Versant Venture Capital I, L.P.⁽⁹⁾
Common Stock	10/04/2005		J		85,227⁽⁵⁾	A	$0⁽⁵⁾	2,192,150⁽¹⁾	I	By Versant Venture Capital I, L.P.⁽⁹⁾

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 B Preferred Stock	⁽¹⁰⁾	10/04/2005		C			108,108	⁽¹¹⁾	⁽¹²⁾	Common Stock	36,036	$0	0	I	By Versant Affiliates Fund I-A, L.P.⁽⁶⁾
Series E Preferred Stock	⁽¹⁰⁾	10/04/2005		C			14,184	⁽¹¹⁾	⁽¹²⁾	Common Stock	4,728	$0	0	I	By Versant Affiliates Fund I-A, L.P.⁽⁶⁾
Series B Preferred Stock	⁽¹⁰⁾	10/04/2005		C			227,027	⁽¹¹⁾	⁽¹²⁾	Common Stock	75,675	$0	0	I	By Versant Affiliates Fund I-B, L.P.⁽⁷⁾
Series E Preferred Stock	⁽¹⁰⁾	10/04/2005		C			29,787	⁽¹¹⁾	⁽¹²⁾	Common Stock	9,929	$0	0	I	By Versant Affiliates Fund I-B, L.P.⁽⁷⁾
Series B Preferred Stock	⁽¹⁰⁾	10/04/2005		C			97,297	⁽¹¹⁾	⁽¹²⁾	Common Stock	32,432	$0	0	I	By Versant Side Fund I, L.P.⁽⁸⁾
Series E Preferred Stock	⁽¹⁰⁾	10/04/2005		C			26,672	⁽¹¹⁾	⁽¹²⁾	Common Stock	8,890	$0	0	I	By Versant Side Fund I, L.P.⁽⁸⁾
Series B Preferred Stock	⁽¹⁰⁾	10/04/2005		C			4,972,973	⁽¹¹⁾	⁽¹²⁾	Common Stock	1,657,657	$0	0	I	By Versant Venture Capital I, L.P.⁽⁹⁾
Series E Preferred Stock	⁽¹⁰⁾	10/04/2005		C			1,347,797	⁽¹¹⁾	⁽¹²⁾	Common Stock	449,265	$0	0	I	By Versant Venture Capital I, L.P.⁽⁹⁾

1. Name and Address of Reporting Person^*

VERSANT VENTURE CAPITAL I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VERSANT AFFILIATES FUND I-A LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VERSANT AFFILIATES FUND I-B LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VERSANT SIDE FUND I LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VERSANT VENTURES I LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ATWOOD BRIAN G

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

JAFFE ROSS A MD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LINK WILLIAM J PHD

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LUBASH BARBARA N

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MILDER DONALD B

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4 SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

2. 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, the Reporting Persons received 1,648 shares of Common Stock as of October 4, 2005, the closing date of the IPO.

3. As a result of the Condidional Dividend, the Reporting Persons received 3,462 shares of Common Stock as of October 4, 2005, the closing date of the IPO.

4. As a result of the Conditional Dividend, the Reporting Persons received 1,671 shares of Common Stock as of October 4, 2005, the closing date of the IPO.

5. As a result of the Conditional Dividend, the Reporting Persons received 85,227 shares of Common Stock as of October 4, 2005, the closing date of the IPO.

6. The shares owned by Versant Affiliates Fund I-A, L.P. ("VAF-IA"). The general partner of VAF-IA is Versant Ventures I, LLC ("VVI").

7. The shares owned by Versant Affiliates Fund I-B, L.P. ("VAF-IB"). The general partner of VAF-IB is VVI.

8. The shares owned by Versant Side Fund I, L.P. ("VSF"). The general partner of VSF is VVI.

9. The shares owned by Versant Venture Capital I, L.P. ("VVC"). The general partner of VVC is VVI.

10. Every 3 shares of Preferred Stock were converted into 1 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.

11. These securities are exercisable immediately.

12. These securities do not have an expiration date.

Remarks:

General Remarks: This report is being filed jointly with the report filed by Rebecca B. Robertson as of the date hereof and relates to the same transaction, namely the automatic conversion of preferred stock held by the Reporting Persons upon consummation of the Issuer's initial public offering. This Form 4 is being filed separately because the number of joint filers exceeded the maximum number of filers permitted by the EDGAR system on one form.

	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	10/04/2005
	/s/ Robin L. Praeger, Attorney-In-Fact	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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