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^*

Chudova Darya

(Last)

(First)

(Middle)

3100 HANOVER STREET

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2023

3. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology 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	12,424	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)
RESTRICTED STOCK UNITS	⁽¹⁾	⁽²⁾	COMMON STOCK	41,597	$0.0	D
STOCK OPTION (RIGHT TO BUY)	⁽³⁾	03/30/2028	COMMON STOCK	4,328	$4.6625	D
STOCK OPTION (RIGHT TO BUY)	⁽⁴⁾	08/22/2028	COMMON STOCK	17,482	$8.8	D
STOCK OPTION (RIGHT TO BUY)	⁽⁵⁾	08/01/2029	COMMON STOCK	17,442	$94.47	D
STOCK OPTION (RIGHT TO BUY)	⁽⁶⁾	11/02/2031	COMMON STOCK	10,100	$117.61	D
STOCK OPTION (RIGHT TO BUY)	⁽⁷⁾	11/07/2032	COMMON STOCK	42,854	$47.2	D

Explanation of Responses:

1. The Restricted Stock Units consist of five grants totalling 41,597 shares outstanding as of May 3, 2023. The first grant was granted on August 1, 2019, of which 1,440 shares are outstanding, and will vest on August 1, 2023. The second grant was granted on September 11, 2020, of which 5,817 shares are outstanding, and vests 25% on the remaining two year anniversary of September 9, 2021. The third grant was granted on November 4, 2020, of which 9,756 shares are outstanding, and vests in full on November 4, 2024. The fourth grant was granted on November 2, 2021, of which 3,157 shares are outstanding, and vests in equal quarterly installments on the anniversary or 9/1/2022 over the next two and a half years. The fifth grant was granted on November 7, 2022, of which 21,427 shares are outstanding, and vests 25% on October 1, 2023 and the remaining vests in equal quarterly installments over the remaining three-year period thereafter.

2. Not applicable for Restricted Stock Units.

3. The stock option vests and becomes exercisable in equal monthly installments over 24 months commencing on December 31, 2019.

4. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on August 22, 2018.

5. The stock option vests and becomes exercisable in equal monthly installments over 48 months commencing on August 1, 2019.

6. This represents a stock option granted on November 2, 2021 that vests over a four-year period. 25% of the shares subject to such award vests on September 1, 2022 and the remaining 75% of the shares vests in equal monthly installments over the remaining three-year period thereafter.

7. This represents a stock option granted on November 7, 2022 that vests over a four-year period. 25% of the shares subject to such award vests on October 1, 2023 and the remaining 75% of the shares vests in equal monthly installments over the remaining three-year period thereafter.

Remarks:

	/s/ John G. Saia, as attorney-in-fact for Darya Chudova	05/15/2023
	** 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.