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*
HIBBS KATHY L

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

(Street)
REDWOOD CITY CA 94063

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2012
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)
SVP & General Counsel
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 11,367 (1) (2) 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) (3) 01/27/2021 Common Stock 20,000 22.98 D
Employee Stock Option (right to buy) (4) 02/05/2022 Common Stock 20,000 29.34 D
Employee Stock Option (right to buy) (5) 12/28/2019 Common Stock 39,000 21.07 D
Explanation of Responses:
1. Includes 7,000 restricted stock units awarded January 27, 2011 which vest as to 1/3 of the shares on each of February 15, 2013 and 2014, and 1/3 of the shares that vested on February 15, 2012, net of withholding.
2. Includes 6,700 restricted stock units awarded February 5, 2012 which vest as to 1/3 of the shares on February 15, 2013, 1/3 of the shares on February 15, 2014 and 1/3 of the shares on February 15, 2015.
3. The option became exercisable as to 25% of the shares on January 27, 2011, and became exercisable as to 1/48th of the shares each full month thereafter.
4. The option became exercisable as to 25% of the shares on February 5, 2012, and became exercisable as to 1/48th of the shares each full month thereafter.
5. The option became exercisable as to 25% of the shares on December 28, 2009, and became exercisable as to 1/48th of the shares each full month thereafter.
Remarks:
Kathy L. Hibbs 08/03/2012
** 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.
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