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*
Vaughn James J

(Last) (First) (Middle)
301 PENOBSCOT DRIVE

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2015
3. Issuer Name and Ticker or Trading Symbol
GENOMIC HEALTH INC [ GHDX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Commercial Officer
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 2,667(1) D
Common Stock 5,460(2) D
Common Stock 700(3) D
Common Stock 7,500(4) D
Common Stock 7,749 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (5) 11/30/2016 Common Stock 8,000 $18.89 D
Employee Stock Option (right to buy) (6) 12/06/2017 Common Stock 6,500 $23.31 D
Employee Stock Option (right to buy) (7) 12/04/2018 Common Stock 7,000 $17.33 D
Employee Stock Option (right to buy) (8) 02/09/2020 Common Stock 10,000 $17.18 D
Employee Stock Option (right to buy) (9) 01/27/2021 Common Stock 9,000 $22.98 D
Employee Stock Option (right to buy) (10) 02/03/2022 Common Stock 12,000 $29.34 D
Employee Stock Option (right to buy) (11) 01/31/2023 Common Stock 20,000 $28.05 D
Employee Stock Option (right to buy) (12) 01/28/2024 Common Stock 18,110 $30.84 D
Employee Stock Option (right to buy) (13) 02/13/2025 Common Stock 45,000 $31.12 D
Explanation of Responses:
1. Unvested portion of 8,000 restricted stock units awarded July 25, 2013, which vest on February 15, 2016.
2. Unvested portion of 8,190 restricted stock units awarded January 28, 2014, which vest in equal installments on February 15, 2016 and 2017.
3. Performance-based vesting restricted stock units (PVRSUs) awarded on March 25, 2014, subject to meeting certain performance goals measured in 2014, were considered earned on February 13, 2015 and vested as to 1/2 of the shares on February 15, 2015 and vest as to the remainder on February 15, 2016.
4. Restricted stock units awarded on February 13, 2015 which vest as to 1/3 of the shares on each of February 15, 2016, 2017 and 2018.
5. The option became exercisable as to 25% of the shares on November 30, 2007, and became exercisable as to 1/48th of the shares each full month thereafter.
6. The option became exercisable as to 25% of the shares on December 6, 2008, and became exercisable as to 1/48th of the shares each full month thereafter.
7. The option became exercisable as to 25% of the shares on December 4, 2009, and became exercisable as to 1/48th of the shares each full month thereafter.
8. The option became exercisable as to 25% of the shares on February 9, 2011, and became exercisable as to 1/48th of the shares each full month thereafter.
9. The option became exercisable as to 25% of the shares on January 27, 2012, and became exercisable as to 1/48th of the shares each full month thereafter.
10. The option became exercisable as to 25% of the shares on February 3, 2013, and became exercisable as to 1/48th of the shares each full month thereafter.
11. The option becomes exercisable as to 25% of the shares on January 31, 2014, and becomes exercisable as to 1/48th of the shares each full month thereafter.
12. The option became exercisable as to 25% of the shares on January 28, 2015, and becomes exercisable as to 1/48th of the shares each full month thereafter.
13. The option becomes exercisable as to 25% of the shares on February 13, 2016, and becomes exercisable as to 1/48th of the shares each full month thereafter.
Remarks:
/s/ Jason W. Radford, Attorney-in-fact 07/31/2015
** 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).
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.