-----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, I3RtK+ophaF7QdDgXXTbLftjdnxogM3UL6AGAmi4+QXGzwF8h5Ne9lQqj5eCPYko LOMUAGvvBLbxtg1g555Ycw== 0000903423-05-000739.txt : 20050928 0000903423-05-000739.hdr.sgml : 20050928 20050928145029 ACCESSION NUMBER: 0000903423-05-000739 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050923 FILED AS OF DATE: 20050928 DATE AS OF CHANGE: 20050928 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENOMIC HEALTH INC CENTRAL INDEX KEY: 0001131324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 770552594 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohen Fred E CENTRAL INDEX KEY: 0001339358 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51541 FILM NUMBER: 051107816 BUSINESS ADDRESS: BUSINESS PHONE: 1 415 743 1661 MAIL ADDRESS: STREET 1: 345 CALIFORNIA STREET SUITE 2600 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 3 1 cohen-f3_0923ex.xml X0202 3 2005-09-23 0 0001131324 GENOMIC HEALTH INC GHDX 0001339358 Cohen Fred E C/O TPG VENTURES 345 CALIFORNIA STREET SUITE 2600 SAN FRANCISCO CA 94104 1 0 0 0 Common Stock par value $1.00 8333 D Common Stock par value $1.00 5833 I By the Jane K. Cohen Trust Series A Preferred Stock Common Stock 33333 D Stock Option (right to buy) 0.60 2011-01-12 Common Stock 5000 D Does not include shares of Common Stock that may be issued if the conditional dividend of shares of Common Stock declared by the Issuer's Board of Directors on September 8, 2005 is distributed upon the closing of the Issuer's initial public offering (the "IPO") in the event the price per share of the Issuer's Common Stock sold in the IPO is $11.40 or greater (the "Conditional Dividend"). These securities are exercisable immediately. These securities do not have an expiration date. Upon consummation of the IPO, every three shares of the Series A Preferred Stock will be converted into one share of Common Stock. Does not include 1,014,492 shares of Series D Preferred Stock and 821,513 shares of Series E Preferred Stock held by funds managed by Tarrant Advisors, Inc., with which Mr. Cohen is affiliated. Does not include additional shares of Common Stock underlying the option if the Conditional Dividend is distributed upon consummation of the IPO. /s/ Fred E. Cohen 2005-09-28 -----END PRIVACY-ENHANCED MESSAGE-----