-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ej6BYedPRgEa9pMj1+GVQIYhNJAmIA44+5VjJrZsOPpZzp2Uuo4U6GOliIwva7BA KGO40mperGz5Hs4rifkhew== 0000950123-10-013160.txt : 20100216 0000950123-10-013160.hdr.sgml : 20100215 20100216151545 ACCESSION NUMBER: 0000950123-10-013160 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Scott Randal W CENTRAL INDEX KEY: 0001337801 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81275 FILM NUMBER: 10606934 BUSINESS ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-556-9300 MAIL ADDRESS: STREET 1: 301 PENOBSCOT DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 SC 13D/A 1 f54974sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 

SCHEDULE 13D

Under Securities Exchange Act of 1934
(Amendment No. 4 )*

GENOMIC HEALTH, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
37244101
(CUSIP Number)
Randal W. Scott
Executive Chairman
Genomic Health Inc.
301 Penobscot Drive
Redwood City, CA 94063
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

 
 

 

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

Randal W. Scott, Ph.D.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  PF
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   2,026,410
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   2,026,410
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  2,026,410
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  7.1%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

 

Item 1. Security and Issuer
This schedule relates to the Common Stock, par value $0.0001 per share, (“Common Stock”) of Genomic Health, Inc., a Delaware corporation (“the Company”). The address of the principal executive offices of the Company is 301 Penobscot Drive, Redwood City, CA 94063.
Item 2. Identity and Background
  (a)   Name of Reporting Person
Randal W. Scott, Ph.D.
 
  (b)   Principal Business Address
301 Penobscot Drive
Redwood City, CA 94063
 
  (c)   Present Principal Occupation or Employment
Dr. Scott is Executive Chairman of the Board of Directors of the Company.
 
  (d)   Dr. Scott has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar civil infractions or misdemeanors).
 
  (e)   Dr. Scott has not, during the past five years, been a party to a civil proceeding as a result of which he is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation of such laws.
 
  (f)   Dr. Scott is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock holdings set forth in Item 5. below, excluding exercisable options to purchase shares, were purchased by Dr. Scott using his personal funds.
Item 4. Purpose of Transaction
Dr. Scott owns the securities of the Company for investment purposes and may from time to time increase or decrease his position in the Company’s securities. Dr. Scott does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D, as amended, except as may occur as a result of his position as an executive officer or director of the Company or would occur as a result of the purchase of additional securities of the Company. Dr. Scott intends to review his investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the price levels of the Common Stock, conditions in the securities

 

 

market and general economic and industry conditions, he may in the future take such actions with respect to the investments in the Company as he deems appropriate including, without limitation, purchasing shares of Common Stock or selling some or all of the shares of Common Stock or changing his intention with respect to any and all matters referred to in subparagraphs (a) — (j) of Item 4.
Item 5. Interest in Securities of the Issuer
  (a)   The aggregate percentage of Common Stock reported owned beneficially by Dr. Scott is based upon 28,681,047 shares outstanding as of December 31, 2009. Dr. Scott beneficially owned 2,026,410 shares of Common Stock as of December 31, 2008, constituting approximately 7.1% of the shares of Common Stock outstanding. The 2,026,410 shares of Common Stock included 1,850,646 shares owned directly by Dr. Scott, 12,298 shares indirectly held through Morgan Stanley DW Inc. as Custodian for Randal W. Scott, IRA, 3,466 shares held for the benefit of Dr. Scott’s children, of which Dr. Scott’s sister is trustee, and options to purchase 160,000 shares of Common Stock that are subject to outstanding options, 110,417 of which are exercisable within 60 days of December 31, 2009 and 49,583 of which will continue to vest in accordance with the vesting terms described in Item 6. below as Dr. Scott continues as an employee with the Company.
 
  (b)   Dr. Scott has sole power to vote or to direct the vote and to dispose or to direct the disposition of 2,026,410 shares of Common Stock.
 
  (c)   On February 10, 2010, Dr. Scott sold 10,000 shares of Common Stock at an average price of $16.9349 per share. On February 11, 2010, Dr. Scott sold 10,000 shares of Common Stock at an average price of $17.5174 per share. These sales were made pursuant to Dr Scott’s sales plan in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, adopted on August 7, 2009, that provides for the sale of up to 240,000 shares of the Company’s Common Stock. Subsequent to December 31, 2009, Dr. Scott vested with respect to options to purchase an additional 3,749 shares of Common Stock.
 
  (d)   Not applicable
 
  (e)   Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Option Grants
Outstanding option grants are governed by stock option agreements between the Company and Dr. Scott pursuant to the Company’s Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”), a copy of which has been filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly

 

 

Report on Form 10-Q for the period ended June 30, 2009.
Each of Dr. Scott’s stock options vest at a rate of 25% on the first anniversary of the grant date, with the remaining balance vesting in equal monthly installments over the following three years, and expire 5-10 years from the date of grant. The vesting of Dr. Scott’s options will be accelerated upon the occurrence of specified events. Dr. Scott’s outstanding stock options grants at December 31, 2009 are summarized in the table below:
                         
Grant Date   Option Plan   No. of Shares Granted   Exercise Price
December 1, 2005
   2005 Plan     50,000     $ 10.33  
November 30, 2006
   2005 Plan     40,000     $ 18.89  
December 6, 2007
   2005 Plan     30,000     $ 23.31  
December 4, 2008
   2005 Plan     40,000     $ 17.33  
 
                        
Total
             160,000          
 
                        
Rule 10b5-1 Plans
On December 8, 2008, Dr. Scott entered into a plan to sell Common Stock of the Company in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Dr. Scott’s plan, which provided for the sale of up to 12,000 shares per month, up to a maximum of 144,000 shares, of the Company’s Common Stock, terminated in January 2010.
On August 7, 2009, Dr. Scott entered into a plan to sell Common Stock of the Company in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. Dr. Scott’s plan provides for the sale of up to 20,000 shares per month, up to a maximum of 240,000 shares, of the Company’s Common Stock and terminates upon the earlier of the sales of all 240,000 shares under the plan or January 31, 2011.
Item 7. Material to Be Filed as Exhibits
None

 

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2010
         
     
  By:   /s/ Randal W. Scott    
    Randal W. Scott, Ph.D.   
       
 

 

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